DEF 14A of Centerpoint Energy Inc, Mar 15, 2024

DEF 14A of Centerpoint Energy Inc

Filed Mar 15, 2024 · FY20230001104659-24-035036

Open on EDGAR

  1. Carbon Emissions Reductions Progress

    | Outstanding Equity Awards at Fiscal Year-End 2023 | 62 | | Option Exercises and Stock Vested for Fiscal Year 2023 | 63 | | Pension Benefits | 64 | | Savings Plan and Savings Restoration Plans | 65 | | Deferred Compensation Plans | 66 | | Nonqualified Deferred Compensation Table | 67 | | Potential Payments upon Change in Control or Termination | 67 | | Pay Versus Performance | 73 | | Chief Executive Officer Pay Ratio | 76 | | Equity Compensation Plan Information | 78 | | Report of the Compensation Committee | 79 | | Report of the Audit Committee | 80 | | Principal Accounting Firm Fees | 81 | | Audit Committee Policies and Procedures for Preapproval of Audit and Non-Audit Services | 81 | | Item 2: Ratification of Appointment of The Independent Registered Public Accounting Firm | 82 | | Item 3: Advisory Vote on Executive Compensation | 83 | | Item 4: Shareholder Proposal Relating to Setting Additional Interim And Long-Term Scope 3 Emissions Goals | 86 | | General Information | 89 | | Frequently Asked Questions About Voting | 89 | | Other Matters | 91 | | Shareholder Proposals for the 2025 Annual Meeting | 91 | | Director Nominations for the 2025 Annual Meeting | 91 | | Householding of Annual Meeting Materials | 91 | | Annual Report to Shareholders | 91 | | Cautionary Note Regarding Forward-Looking Information and Net Zero Disclaimer | 91 | | Appendix A | | | Reconciliation of non-GAAP Financial Measures to GAAP | A-1 |

  2. Our Director Nominees

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

  3. Our Director Nominees

    | Name and Primary Occupation | | Age | Director Since | Independent | Committee Membership | | | Wendy Montoya Cloonan Houston Managing Partner at Cantu Harden Montoya LLP | 44 | 2021 | | Compensation; Governance, Environmental and Sustainability (Chair) | | | Earl M. Cummings Former Independent Chair of Board of CenterPoint Energy, Managing Partner of MCM Houston Properties, LLC, and Chief Executive Officer of The BTS Team | 59 | 2020 | | | | | Barbara J. Duganier Former Managing Director and Global Chief Strategy Officer of the Outsourcing Business at Accenture plc | 65 | First Time Nominee | | | | | Christopher H. Franklin Chairman, Chief Executive Officer of Essential Utilities | 58 | 2022 | | Audit; Governance, Environmental and Sustainability | | | Raquelle W. Lewis Southeast Texas Director of Communications & Public Information Officer for the Texas Department of Transportation | 53 | 2021 | | Compensation; Governance, Environmental and Sustainability | | | Thaddeus J. Malik Principal at S2T Solutions and Attorney | 57 | Sept. 2023 | | Audit; Compensation; Governance, Environmental and Sustainability | | | Theodore F. Pound Private Investor and Attorney | 69 | 2015 | | Audit; Compensation (Chair) | | | Ricky A. Raven Senior Vice President and Deputy General Counsel at Allstate Insurance Company | 63 | Sept. 2023 | | Compensation; Governance, Environmental and Sustainability | | | Phillip R. Smith Independent Chair of the Board of CenterPoint Energy and Chief Financial Officer of Marathon-Sparta Holdings, Inc. | 72 | 2014 | | Audit (Chair); Governance, Environmental and Sustainability | | | Barry T. Smitherman President of Barry Smitherman, P.C. and Managing Partner of Smitherman + Associates, L.P. | 66 | 2020 | | Audit; Compensation | | | Jason P. Wells President and Chief Executive Officer of CenterPoint Energy | 46 | Jan. 2024 | | |

  4. Our Director Nominees

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 2 |

  5. Executive Compensation Highlights

    | 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 Pay to Market | | | | Incentive Recoupment Policies | | | | Anti-Hedging Policy | | | | 100% Independent Compensation Committee | | | | Independent Compensation Consultant | | | | Executive Severance Guidelines |

  6. Nominees for Directors

    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 2025. If any nominee becomes unavailable for election, the Board 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.

  7. Board Composition Highlights

    Board Composition Highlights Our Board 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 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.

  8. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 6 |

  9. Board Composition Highlights

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

  10. Board Composition Highlights

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

  11. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 7 |

  12. Board Composition Highlights

    | Skills and Qualifications | W. Cloonan | E. Cummings | B. Duganier | C. Franklin | R. Lewis | T. Malik | T. Pound | R. Raven | P. Smith | B. Smitherman | J. Wells | | Human Capital Management: Building and maintaining a talented, engaged, and diverse workforce is a critical part of who we are and our long-term strategy. We seek directors who understand key drivers of our culture, employee health and safety, organizational health, and talent management and have the knowledge and skills necessary to oversee our workforce development and strategies. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology and Customer Experience: Our industry is undergoing transformational change as a result of advances in technology and changing customer expectations about the products and services they want. Directors with experience in customer-facing businesses and new technology can provide the Board with critical insights and perspectives on adapting to and implementing new technologies to enhance the experience of our customers. | | ● | | ● | ● | ● | | | | ● | ● | | Cybersecurity and Physical Security: Maintaining the security of our assets, both physical and digital, is critical to our success. Therefore, we seek out directors with an understandig of these risks and who can provide valuable insight to the Board in connection with its oversight of these matters. | ● | | ● | ● | ● | ● | | | ● | ● | | | Strategic Planning: As CenterPoint Energy continues to execute on its long-term strategy, including the transition to a pure-play utility, we seek directors who have experience with strategic transactions and strategic planning in overseeing the Company’s continued execution of its long-term strategy as well as development of future plans and strategies for the Company. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Sustainability: Directors with knowledge or experience overseeing or advising on environmental, climate, and sustainability matters will help to ensure that we understand and manage the related risks and opportunities effectively as we seek to create long-term sustainable value for the communities we serve and our stakeholders. | ● | | ● | ● | ● | ● | | | ● | ● | ● |

  13. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 8 |

  14. Board Composition Highlights

    Listed below are the biographies of each director nominee. The biographies include information regarding each individual’s service as a director of the Company, business and public company board experience for at least the past 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 eleven nominees for election at the annual meeting are:

  15. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 9 |

  16. Board Composition Highlights

    | Wendy Montoya Cloonan Houston Managing Partner at Cantu Harden Montoya LLP | | | Age: 44 Independent Director Since 2021 Committees: • Governance, Environmental and Sustainability (Chair) • Compensation | Key Qualifications and Skills Leading to Board Nomination • Government, Legal, and Regulatory—As a public law attorney and a Commissioner of the Port of Houston, Ms. Cloonan brings beneficial experience addressing the relationship among national, state, and local governments and businesses and individuals in our service territory. This experience helps the Board oversee and support the relationship between the Company and its various regulators as the Company continues to execute on its ten-year plan. • Community Involvement—As someone who has deep ties to the Houston community, Ms. Cloonan provides valuable insights regarding how the Company’s policies, and short- and long-term plans, impact our communities. • Risk Management— As a Commissioner of the Port Authority of Houston, the largest port in tonnage and busiest waterway in the nation, Ms. Cloonan sets policies and guides in a constantly evolving environment balancing leading-edge technologies, including billion-dollar improvements in productivity, reliability, and resiliency, with sustainability, environmental stewardship and community initiatives. In addition, Ms. Cloonan’s experience advising clients on capital projects within legal, compliance and regulatory frameworks brings a critical perspective to the Board’s enterprise risk management oversight role. Experience • Houston Managing Partner (Jan. 2023 – Present) at Cantu Harden Montoya LLP, a public law and public finance firm • Founder and Sole Shareholder (Aug. 2019 – Dec. 2022) of The Law Office of Wendy Montoya Cloonan, PLLC, a public law and public finance firm based in Houston, Texas • Senior Program Officer in Education, Assistant General Counsel and Director of Legal (Feb. 2015 – July 2019) at the Houston Endowment, Inc., a private foundation that partners with other organizations in the non-profit, public, and private sectors to improve quality of life for the residents of greater Houston • Public law and finance attorney at Hunton Andrews Kurth LLP (formerly Andrews Kurth LLP) (2013 – 2015), Schwartz, Page & Harding, L.L.P. (2011 – 2013) and Vinson & Elkins L.L.P. (2006 – 2011) Other Boards (For Profit and Non-Profit Entities) • Commissioner—Port of Houston Authority and Chair Business Equity/Procurement Committee, Community Relations Committee, Governance Committee, Audit Committee, Compensation Committee, Dredge Task Force Committee (2019 – Present) • Board Member—Harris County Hospital District Foundation (2021 – Present) • Executive Board Member—ALMAAHH—Advocates of a Latino Museum of Art & Architecture Houston/Harris County (2021 – Present) • • National Association of Corporate Directors Tri-Cities Chapter (2021 – Present) • Morgan Stanley Women Energy Directors Network (2021 – Present) • Latino Corporate Directors Association (2021 – Present) • Chair (2024 – Present) and Board Member (2023 – Present), Harris County Commissioner Precinct One Community Foundation • Executive Board Member and Secretary Officer—Houston Downtown Management District (2016 – 2021) Education and Credentials • B.A., Yale University • M.P.P., John F. Kennedy School of Government, Harvard University • J.D., with Honors, The University of Texas School of Law • NACD Directorship Certified® • Harvard Business School Corporate Director Certificate (Governance, Audit, Compensation) • Harvard Business School, Certificate in Financial Accounting • CERT Certificate: Cybersecurity Oversight, Carnegie Mellon University Software Engineering • Digital Directors Network, Certificate in Systemic Cyber Risk Governance for U.S. Public Company Corporate Directors |

  17. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 10 |

  18. Board Composition Highlights

    | Earl M. Cummings Managing Partner of MCM Houston Properties, LLC, and Chief Executive Officer of The BTS Team | | | Age: 59 Independent Director Since 2020 Committees: • None | Key Qualifications and Skills Leading to Board Nomination • Public Company Governance Experience—As a member of the board of directors of another public company, Mr. Cummings is able to provide valuable insights regarding good governance and efficient board management practices, which are critical to the functioning of our Board for the benefit of our shareholders. • Strategic Planning—As a Chief Executive Officer, Managing Partner of a real estate fund and as a member of the board of directors of another public company, Mr. Cummings’ experience is beneficial to the Board as the Board develops and oversees the Company’s strategic plans. • Human Capital Management—As a Chief Executive Officer and Managing Partner, Mr. Cummings provides valuable experience regarding recruiting, managing, and retaining talent. Effective human capital management is critical to the execution of the Company’s ten-year plan and its ability to effectively serve the communities in which it operates. Experience • Managing Partner (2012 – Present) of MCM Houston Properties, LLC, a real estate fund that invests in single family residential properties in Houston, Texas • Served in various positions, including currently as Chief Executive Officer, at The BTS Team (1997 – Present), that started as an information technology and staffing firm providing solutions and services across various regions and evolved into a company that also invests financial resources in various industries • Chief Executive Officer (2008 – 2014) of BestAssets, Inc., a private company providing real estate portfolio management and related services Other Boards (For Profit and Non-Profit Entities) Public Company • Halliburton Company (2022 – Present) Other • Texas Children’s Hospital (2022 – Present) • UH Energy Advisory Board (2021 – Present) • Board of Visitors of University of Houston (2016 – 2018) • Yellowstone Academy (2004 – 2017) • C-STEM Robotics (2002 – 2017) Education and Credentials • BBA, University of Houston • EMBA, Pepperdine University • Certificate: Director Education Program, NACD Corporate Director Institute • Certificate: Real Estate, Ross Minority Program, USC |

  19. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 11 |

  20. Board Composition Highlights

    | Barbara J. Duganier Former Managing Director and Global Chief Strategy Officer of the Outsourcing Business at Accenture plc | | | Age: 65 Independent Director Nominee | Key Qualifications and Skills Leading to Board Nomination • Finance and Accounting—Ms. Duganier has extensive experience serving on public and private company audit committees, including as chair of audit committees as well as a “financial expert” pursuant to SEC rules. Further, Ms. Duganier has extensive experience advising public companies on financial and accounting matters. • Strategic Planning—Ms. Duganier has extensive experience serving on both private and public company boards in a diversity of industries. This experience provides a unique perspective to the Board as it develops and oversees the Company’s short- and long-term strategic plans. • Sustainability—As a member of two sustainability committees and as a member of the board of a wind and solar developer and operator, Ms. Duganier has extensive experience with the various issues associated with companies transitioning to a cleaner source of energy and seeking to achieve various carbon emission reduction goals. The Board believes this experience will be beneficial to the Company as the Board oversees the Company’s generation transition and its progress towards its net zero and carbon emission reduction goals. Experience • Held various positions (2004 – 2013) of increasing responsibility as a Managing Director including the position of Global Chief Strategy Officer of the Outsourcing Business and Global Growth and Offering Development Lead of the Global Business Process Outsourcing Business at Accenture plc, a leading provider of strategy, consulting, technology and operations services to various industries and sectors. • Independent Consultant, Finance Transformation Program (2002 – 2003) at Duke Energy North America, a subsidiary of Duke Energy, one of America’s largest energy holding companies that provides electric utility and natural gas services. • Held various positions (1979 – 2002) of increasing responsibility as an equity Partner including the position of Global Chief Financial Officer and Partner-in-Charge, Business Consulting, Southwest Region at Arthur Andersen LLP, an accounting firm that provided auditing, tax advising, consulting and other professional services to large public corporations. Other Boards (For Profit and Non-Profit Entities) U.S. Public Company • Texas Pacific Land Corporation (2021 – Present) • MRC Global Inc. (2015 – Present) • Noble Energy, Inc. (2018 – 2020) • Buckeye Partners, L.P. (2013 – 2019) • HCC Insurance (2015 – 2015) Other Public Company • Arcadis NV (ENXTAM) (2023 – Present) Other • McDermott International (2020 – Present) • Pattern Energy (2021 – Present) • John Carroll University (2019 – Present) • National Association of Corporate Directors Texas Tri-Cities Chapter (2015 – 2024) • West Monroe Partners (2018 – 2021) Education and Credentials • B.B.A., John Carroll University • Licensed CPA—Texas • NACD Director Certified (NACD.DC™) • CERT Certificate: Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute |

  21. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 12 |

  22. Board Composition Highlights

    | Christopher H. Franklin Chairman, Chief Executive Officer and President of Essential Utilities | | | Age: 58 Independent Director Since 2022 Committees: • Audit • Governance, Environmental and Sustainability | Key Qualifications and Skills Leading to Board Nomination • Utility Industry Experience—As the Chief Executive Officer of a public utility company, Mr. Franklin provides key experience and understanding regarding the management of a public utility that provides the Board with valuable insight as the Board oversees the Company’s short- and long-term plans and oversees the Company’s regulatory and legislative priorities for the benefit of the Company’s stakeholders. • Technology and Customer Experience—As the Chief Executive Officer of a public utility company, Mr. Franklin provides valuable insight regarding the relationship between a public company and its customers, including as customers continue to seek additional technological resources to improve the customer experience. This insight is critical to the Board and the Company as it continuously seeks to improve its service for the benefit of its customers and communities served. • Operations and Safety Experience—As the Chief Executive Officer of a public utility, Mr. Franklin has extensive experience regarding the operations of a utility and managing the utility operations in a safe manner for the communities it operates in and its employees. This experience is critical to the Board as it oversees the Company’s operations, including the safe operation of its facilities for the benefit of the communities it serves and its employees. Experience • Chairman, Chief Executive Officer and President (2015 – Present) of Essential Utilities, Inc., a public company providing regulated utilities, including water, wastewater and natural gas, to customers in 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 |

  23. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 13 |

  24. Board Composition Highlights

    | Raquelle W. Lewis Southeast Texas Director of Communications & Public Information Offices for the Texas Department of Transportation | | | Age: 53 Independent Director Since 2021 Committees: • Compensation • Governance, Environmental and Sustainability | Key Qualifications and Skills Leading to Board Nomination • Government, Legal, and Regulatory—Ms. Lewis provides valuable government relations experience, including navigating federal, state, and local regulations covering transportation projects. Ms. Lewis is able to use this experience to help the Board as it oversees the relationship of the Company with government entities and as it navigates various federal, state, and local regulations to complete infrastructures projects to better serve its stakeholders. • Sustainability—As the Company continues its generation transition planning, Ms. Lewis’ more than 25 years experience of addressing, preparing, and delivering environmental studies and overseeing environmental impacts of various transportation projects provides the Board with a critical perspective regarding the oversight of the Company’s generation transition plans. • Technology and Customer Experience—As a Public Information Office leader at the Texas Department of Transportation (TxDOT), Ms. Lewis has extensive experience receiving and facilitating communications with community leaders, businesses, and individuals, which provides valuable insight to the Board as it oversees the Company’s outreach strategy for serving its communities and stakeholders to provide critical services. Experience • Held various positions (2008 – Present) of increasing responsibilities including the position of Southeast Texas Director of Communications & Public Information Offices (2017 – Present) of TxDOT, a state government organization that 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 Boards (For Profit and Non-Profit Entities) • Success House A Road to Recovery, Inc. (2023 – Present) • South Main Alliance Advisory Board (2022 – Present) Other Professional Experience and Community Involvement • National Association for the Advancement of Colored People (NAACP)—Houston Branch • WTS International • Leadership Women, Inc. Education and Credentials • B.A., University of Texas at Austin • National Association of Corporate Directors—Master Class on Cyber Risk Oversight • Certificate: Stanford Directors’ College—Stanford Law School • CERT Certificate: Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute |

  25. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 14 |

  26. Board Composition Highlights

    | Thaddeus J. Malik Principal at S2T Solutions and Attorney | | | Age: 57 Independent Director Since Sept. 2023 Committees: • Audit • Compensation • Governance, Environmental and Sustainability | Key Qualifications and Skills Leading to Board Nomination • Public Company Governance Experience—Having previously served as General Counsel of a public company and through his practice advising public company clients, Mr. Malik is able to provide critical insight regarding good governance practices to strengthen the operation of the Board for the benefit of the Company’s stakeholders. • Cybersecurity and Physical Security—As part of his private legal practice, as well as serving as the chair of the board committee responsible for overseeing cybersecurity matters for a health insurer serving more than 22 million customers and with a workforce of close to 30,000, Mr. Malik brings valuable experience with cybersecurity matters to the Board’s and Audit Committee’s oversight of cybersecurity and data privacy and their evolving risks. • Strategic Planning—As the former chair the Mergers and Acquisitions Practice Group and a member of the Policy Committee for a global law firm, as well as chairing the Strategy and Risk Committee for the largest customer-owned health insurer in the U.S. with more than $50 billion in revenue, Mr. Malik has extensive experience overseeing strategic planning and transactions, which experience he brings to the Board as the Company continues to develop and execute its strategic plan, including overseeing complex strategic transactions as the Company continues to focus on its core utility business. Experience • Principal (2022 – Present) at S2T Solutions, LLC, a transactional advisory services company • Partner (2010 – 2022) at Paul Hastings, LLP, a global law firm • Partner (2002 – 2010) at Jenner & Block, LLP, an international law firm • Vice President and General Counsel (2000 – 2002) at Lante Corporation, a former publicly traded technology consulting company Other Boards (For Profit and Non-Profit Entities) • Health Care Service Corporation (2019 – Present) • President (2022 – 2024) and board member (2009 – Present) of The First Tee of Greater Chicago • Illinois PGA Foundation (2005 – Present) • The TimeLine Theater Company (2014 – 2020; 2023 – Present) Education and Credentials • B.A., With Distinction, Northwestern University • J.D., Cum Laude, Harvard Law School • CERT Certificate: Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute • Certificate: Corporate Director, Harvard Business School |

  27. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 15 |

  28. Board Composition Highlights

    | Theodore F. Pound Private Investor and Attorney | | | Age: 69 Independent Director Since 2015 Committees: • Compensation (Chair) • Audit | Key Qualifications and Skills Leading to Board Nomination • Public Company Governance Experience—As a former General Counsel at a public company and given his tenure on the Company’s Board, Mr. Pound provides valuable insights on good governance practices of public company boards as well as providing guidance regarding Company-specific practices to the newer members of the Company’s Board that supports the efficiency of the operation of the Board to better serve its stakeholders. • Human Capital Management—Mr. Pound provides valuable insights as a result of his experience as a General Counsel reviewing various executive compensation designs and programs. • Finance and Accounting—As a former General Counsel of a public company, Mr. Pound has extensive experience with preparing and reviewing filings with the SEC, including financial results. Mr. Pound provides valuable insights with reviewing the Company’s public filings, including its financial results. 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 |

  29. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 16 |

  30. Board Composition Highlights

    | Ricky A. Raven Senior Vice President and Deputy General Counsel at Allstate Insurance Company | | | Age: 63 Independent Director Since Sept. 2023 Committees: • Compensation • Governance, Environmental and Sustainability | Key Qualifications and Skills Leading to Board Nomination • Government, Regulatory, and Legal—Mr. Raven has extensive experience in advising and managing legal issues for companies both from the business and outside perspectives. This experience is beneficial to the Board as the Company continues to navigate new and emerging legal rules, regulations, and precedent as it executes on its short- and long-term plans. • Risk Management—Mr. Raven has extensive experience representing business clients in various court proceedings. The Board finds this experience particularly insightful in evaluating the risks companies are facing as the Board oversees the Company’s enterprise risk management process. • Community Involvement—Mr. Raven is heavily involved with various for profit and non-profit entities in the Houston area, which provides the Board with a unique perspective on issues facing the Houston community as the Board oversees the Company’s operations for the benefit of the communities it serves. Experience • Senior Vice President and Deputy General Counsel (2021 – Present) at Allstate Insurance Company, a publicly traded property and casualty insurer • Partner (2013 – 2021) at Reed Smith, LLP, an international law firm Other Boards (For Profit and Non-Profit Entities) • National Judicial College Board of Directors (2022 – Present) • International Academy of Trial Lawyers Board of Directors (2022 – Present) • University of Houston Board of Regents (2021 – Present) • Southwestern University Board of Trustees (2015 – Present) • City of Houston Civil Service Commission (1999 – Present), previously serving as the Commissioner of the City of Houston Civil Service Commission Education and Credentials • B.A., University of Houston • J.D., University of Houston Law Center |

  31. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 17 |

  32. Board Composition Highlights

    | Phillip R. Smith Independent Chair of the Board and Chief Financial Officer of Marathon-Sparta Holdings, Inc. | | | Age: 72 Independent Director Since 2014 Committees: • Audit (Chair) • Governance, Environmental and Sustainability | Key Qualifications and Skills Leading to Board Nomination • Finance and Accounting—Mr. Smith has over 25 years of experience with preparing, reviewing, and auditing public company financial statements and is a licensed CPA. The Board finds this experience critical to the Board’s and Audit Committee’s oversight of the Company’s financial statements and filings with the SEC. • Cybersecurity and Physical Security—As part of Mr. Smith’s auditing experience and as part of maintaining his CPA license, he has received significant training regarding cybersecurity, including risk oversight, that he uses to provide insight regarding the Company’s ongoing cybersecurity program. • Sustainability—As the Company continues its generation transition plan and pursues its carbon emissions reduction goals, Mr. Smith is able to provide valuable insight regarding the development of renewable generation to the Company from his prior leadership at a wind and solar renewable project developer. Experience • Chief Financial Officer (2023 – Present) and previously President and Chief Executive Officer (2019 – 2022) of Marathon-Sparta Holdings, Inc., a private company involved in 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 |

  33. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 18 |

  34. Board Composition Highlights

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

  35. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 19 |

  36. Board Composition Highlights

    | Jason P. Wells President and Chief Executive Officer of CenterPoint Energy, Inc. | | | Age: 46 Non-Independent Director Since 2024 Committees: • None | Key Qualifications and Skills Leading to Board Nomination • Current CEO of a Public Company—As the President and Chief Executive Officer of the Company, Mr. Wells provides valuable insight and communications to the Board regarding the management team’s execution of the Company short- and long-term plans and the operations of the Company. • Utility Industry Experience—Mr. Wells has over 10 years of experience as an officer of public utility companies, which provides the Board with valuable insight regarding the current state of the industry and expectations going forward, which is critical for the Board when developing and overseeing the Company’s short- and long-term strategic plans. • Operations and Safety Experience—Mr. Wells previously served as President and Chief Operating Officer where he oversaw the day-to-day operations of the business, including its safety program. This experience supports the Board as it oversees and develops short- and long-term business strategies and oversees the Company’s safety program. Experience • President and Chief Executive Officer (2024 – Present) of CenterPoint Energy, Inc. • President and Chief Operating Officer (2023 – 2024) of CenterPoint Energy, Inc. • President, Chief Operating Officer and Chief Financial Officer (2023) of CenterPoint Energy, Inc. • Executive Vice President and Chief Financial Officer (2020 – 2022) of CenterPoint Energy, Inc. • Executive Vice President and Chief Financial Officer (2019 – 2020) of PG&E Corporation, a publicly traded electric utility holding company serving approximately 16 million customers through its subsidiary Pacific Gas and Electric Company. PG&E Corporation filed Chapter 11 bankruptcy on January 29, 2019 and successfully emerged from bankruptcy on July 1, 2020 • Senior Vice President and Chief Financial Officer (2016 – 2019) at PG&E Corporation • Vice President, Business Finance (2013 – 2016) at Pacific Gas and Electric Company Other Boards (For Profit and Non-Profit Entities) • M.D. Anderson Cancer Center, Board of Visitors (2022 – Present) • Kinder Rice Institute for Urban Development Advisory Board (2021 – Present) • Central Houston, Inc. (2022 – Present) • Bauer College Board of the C.T. Bauer College of Business at the University of Houston (2022 – Present) • Executive Committee and Board, Greater Houston Partnership (2023 – Present) Education and Credentials • B.A., University of Florida • M.A., University of Florida • Licensed CPA (inactive) |

  37. Board Composition Highlights

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

  38. Board Composition Highlights

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 20 |

  39. Compensation of Directors

    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 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.

  40. Deferred Compensation Plan

    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.

  41. Director Compensation Table

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

  42. Director Compensation 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 ($) | | Wendy Montoya Cloonan | 121,951 | 170,000 | — | 32,564 | 324,515 | | Earl M. Cummings(5) | 206,829 | 170,000 | — | 15,000 | 391,829 | | Christopher H. Franklin | 121,951 | 170,000 | — | 50,000 | 341,951 | | Raquelle W. Lewis | 121,951 | 170,000 | 859 | 16,103 | 308,913 | | Thaddeus J. Malik(6) | 32,269 | 100,783 | — | 11,599 | 144,651 | | Martin H. Nesbitt(7) | 237,073 | 170,000 | — | 50,000 | 457,073 | | Theodore F. Pound | 141,951 | 170,000 | — | — | 311,951 | | Ricky A. Raven(6) | 32,269 | 100,783 | — | — | 133,052 | | Phillip R. Smith | 141,951 | 170,000 | — | — | 311,951 | | Barry T. Smitherman | 121,951 | 170,000 | — | 11,625 | 303,576 |

  43. Director Compensation Table

    (1) Includes annual retainer and committee chair retainers for each director as more fully explained under “—Compensation of Directors—Retainer Fees.” (2) Reported amounts in the table represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718: Compensation—Stock Compensation (FASB ASC Topic 718). For purposes of the table above, the effects of estimated forfeitures are excluded. Each non-employee director then in office as of May 1, 2023 received an annual value-based stock award under our Stock Plan for Outside Directors in 2023. Upon the recommendation of the Governance, Environmental and Sustainability Committee, the Board determined a cash value for each award, as of the grant date, of $170,000, resulting in a stock award of 5,541 shares of common stock for each non-employee director then in office as of May 1, 2023, based on the market price of our common stock on the New York Stock Exchange Composite Tape on that date of $30.68 per share. With respect to Messrs. Malik and Raven, the Board made a one-time initial award in connection with their appointments as members of the Board under our Stock Plan for Outside Directors on October 5, 2023. Upon the recommendation of the Governance, Environmental and Sustainability Committee, the Board determined a cash value for each of their awards of $100,783, resulting in a stock award of 3,786 shares of common stock for each Messrs. Malik and Raven, based on the market price of our common stock on the New York Stock Exchange Composite Tape on that date of $26.62 per share. No stock awards under our Stock Plan for Outside Directors were outstanding at December 31, 2023. (3) In 2023, Ms. Lewis accrued above-market earnings on her deferred compensation account balance of $859. (4) Other Compensation represents matching contributions made under the Easy Match Program. See “—Compensation of Directors—Other Compensation.” (5) Mr. Cummings was appointed Independent Chair effective August 2023. The fees earned or paid in cash reflect a partial year of service as Independent Chair of the Board. (6) Messrs. Malik and Raven were elected to the Board effective September 28, 2023. The fees earned or paid in cash and initial stock award granted under our Stock Plan for Outside Directors reflect a partial year of service. Mr. Nesbitt served as Independent Chair until August 2023. The fees earned or paid in cash reflect a partial year of service as Independent Chair of the Board.

  44. Director Compensation Table

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 33 |

  45. Director Compensation Table

    STOCK OWNERSHIP

  46. Continued Execution of Succession Planning

    Continued Execution of Succession Planning The Company’s succession planning has been and continues to be a top priority for the Board and the Company’s shareholders. During 2023, the Company announced a number of organizational changes (described below) to execute the Board’s executive management succession planning, culminating in the retirement of David J. Lesar as Chief Executive Officer of the Company and the appointment of Jason P. Wells as President and Chief Executive Officer of the Company, both effective January 5, 2024. As a result of the Board’s execution of its executive management succession planning during 2023, the Company implemented a more streamlined organizational structure that promoted a smooth transition of leadership from Mr. Lesar to Mr. Wells while allowing the Company and its leadership team to continue to execute on the Company’s ten-year capital plan. Streamlined Organizational Structure—January 2023 In January 2023, the Company announced and implemented a new streamlined organizational structure as part of its succession planning, which was designed to further strengthen execution of the Company’s long-term growth strategy, its service to customers and communities, value-creation for stakeholders, operational efficiencies, and corporate governance. As part of the implementation of the Company’s new streamlined organizational structure the below changes, among others, were implemented. On January 1, 2023, Mr. Wells, then Executive Vice President and Chief Financial Officer, was promoted to President and Chief Operating Officer of the Company. Mr. Wells continued to serve as Chief Financial Officer of the Company until May 5, 2023 when a new Chief Financial Officer was appointed. In connection with his promotion to President and Chief Operating Officer, the Compensation Committee approved the following compensation arrangements, effective January 1, 2023: (i) an annual base salary of $980,000 and (ii) short-term and long-term incentive plan target award levels of 115% and 400%, respectively, of his base salary. Further in connection with Mr. Wells’ promotion, on January 3, 2023, our former Executive Vice President, Utility Operations, Scott E. Doyle, was separated from the Company due to the elimination of his position. In connection with his separation, the Company entered into a separation and release agreement under which, in exchange for execution of a release of claims against the Company and agreement to refrain from making any disparaging statements regarding the Company to clients, customers, or suppliers; to return and not use any proprietary or confidential business information of the Company; and for a period of one year following his termination, to not solicit any employee of the Company or use any confidential information to solicit any customer of the Company, Mr. Doyle received the following payments, which complied with the Company’s executive severance guidelines. Under the separation and release agreement, Mr. Doyle received a lump sum cash payment of $2,092,500 representing a separation payment equal to 1.5x Mr. Doyle’s base salary and 1x his target short-term incentive award and payment of an amount equal to his short-term incentive award for the 2022 performance year determined at the approved achievement level for other executive officers. In addition, similar to our approach for retirement-eligible executives, Mr. Doyle received full vesting of his outstanding 2020, 2021 and 2022 stock awards and continued vesting of his 2021 and 2022 performance share unit awards under the Company’s 2009 Long Term Incentive Plan. Additionally, Mr. Doyle is eligible for up to 18 months of continued health coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) at active employee rates and nine months of outplacement services, and, until December 31, 2023, he continued to receive financial planning services available to the Company’s executive officers. Mr. Doyle will also be eligible for coverage under the Company’s retiree medical plan upon his attainment of age 55.

  47. Continued Execution of Succession Planning

    Appointment of Chief Financial Officer—May 2023 On March 15, 2023, the Company announced the appointment of Mr. Christopher A. Foster to the position of Executive Vice President and Chief Financial Officer of the Company, effective May 5, 2023. In connection with his appointment, the Compensation Committee approved the following compensation arrangement for Mr. Foster: (i) an annual base salary of $700,000; (ii) in consideration of Mr. Foster’s forfeiture of unvested equity awards at his previous position, a buy-out equity award consisting of restricted stock units valued at $3.9 million, half of which will vest upon his continued employment through the first anniversary of the grant date and the remaining half of which will vest upon his continued employment through the second anniversary of the grant date; and (iii) short-term and long-term incentive plan target award levels of 80% and 260%, respectively, of his base salary. In addition, Mr. Foster received relocation assistance subject to the Company’s executive relocation policy, including the purchase of his home, to facilitate an expedited move to Houston and allow Mr. Foster to quickly engage in his Chief Financial Officer duties and responsibilities. Chief Executive Officer Transition—January 2024 On October 26, 2023, the Board announced the retirement of Mr. Lesar from his position as Chief Executive Officer and as a member of the Board, effective January 5, 2024. In connection with Mr. Lesar’s retirement, the Compensation Committee and the Board approved the following compensation arrangements, (i) in recognition of Mr. Lesar’s continued employment through the end of 2023, a lump sum cash payment equal to the amount of Mr. Lesar’s short-term incentive award for the 2023 performance year, determined at the approved achievement level for other executive officers and (ii) in accordance with the long-term incentive plans and past practice for other retirement-eligible employees, “enhanced retirement” benefits under Mr. Lesar’s outstanding 2021, 2022 and 2023 stock awards and 2022 and 2023 performance share unit awards, in each case as set forth under the applicable award agreement. On October 26, 2023, the Board also announced the appointment of Mr. Wells as President, Chief Executive Officer, and a member of the Board, effective January 5, 2024. In connection with Mr. Wells’ appointment, the Compensation Committee and the Board approved, effective January 5, 2024, the following compensation arrangements for Mr. Wells: (i) an annual base salary of $1,150,000 and (ii) short-term and long-term incentive plan target award levels of 125% and 500%, respectively, of his base salary.

  48. Compensation Program Key Features and Best Practices

    | 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 (25th – 75th percentiles) because we believe the middle of the market is a generally accepted benchmark of external competitiveness. | | | Recovery and Recoupment Policies. We have implemented an Executive Officer Recovery Policy in compliance with the NYSE listing standards issued in accordance with the Dodd Frank Act of 2010 that provides for the recovery of incentive-based compensation from executive officers in the event of an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws, regardless of the executive officer’s culpability. We also maintain a separate policy for the recoupment of incentive compensation from any officer, regardless of culpability, in the event of an accounting restatement where the restatement would have resulted in a lower amount of incentive compensation and for the recoupment of any compensation from any employee who is found to have engaged in wrongdoing in connection with corporate criminal misconduct. | | | 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. |

  49. Key Compensation Components and Purpose

    | | 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 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 for the last full calendar year of the vesting period |

  50. 2023 Target Compensation Opportunities for Named Executive Officers

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

  51. Short-Term Incentive Plan

    Short-Term Incentive Plan Our short-term incentive plan provides an annual cash award that is designed to link each employee’s annual compensation to the achievement of annual performance objectives for CenterPoint Energy as well as to recognize the employee’s performance during the year. The target award for each employee is expressed as a percentage of annual base salary.

  52. Short-Term Incentive Plan

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 42 |

  53. Short-Term Incentive Plan

    The Compensation Committee generally determines each named executive officer’s short-term incentive target based on the competitive market data developed by its compensation consultant and recommendations from the Chief Executive Officer for officers other than himself. Each year, the Compensation Committee identifies incentive plan metrics that align with our strategy and with the interests of, and our commitments to, our shareholders. The Compensation Committee establishes and approves the specific performance objectives under the short-term incentive plan based on financial and operational factors determined to be critical to achieving our desired business plans and designed to reflect goals and objectives to be accomplished over a 12-month measurement period. After the end of the year, the Compensation Committee compares the actual results to the pre-established performance objectives and certifies the extent to which the objectives are achieved under the plan. For the 2023 year, consistent with 2022 and in response to shareholder feedback, the Compensation Committee established that the short-term incentive plan for our named executive officers would be based on achieving a non-GAAP EPS target, “Adjusted EPS”, with a negative modifier for diversity, equity, and inclusion metrics. The entirety of each individual award is subject to the Compensation Committee’s discretion, consistent with the Company’s philosophy to pay for performance. In determining whether to exercise its discretion, the Compensation Committee may assess an individual executive’s contribution to the achievement of the performance objectives and any special circumstances and may also consider the input of our Chief Executive Officer on the amount to be awarded to each of the other named executive officers. Further, when evaluating overall Company performance, the Compensation Committee may determine to exercise its discretion and has committed, with management’s support, to reducing the payout to named executive officers to align with the non-executive short-term incentive payouts, which reflect non-financial performance such as safety and cybersecurity, managed O&M, managed capital, customer reliability, and other performance metrics. The structure is illustrated below.

  54. Short-Term Incentive Plan

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 43 |

  55. Short-Term Incentive Plan

    The short-term incentive plan metrics for the 2023 performance year, along with the description of each metric and its critical linkage to our strategy for value creation, are provided in the table below.

  56. Short-Term Incentive Plan

    | PERFORMANCE OBJECTIVES | WEIGHTING | DESCRIPTION | STRATEGY ALIGNMENT | | Adjusted EPS | 100% | Adjusted EPS is a non-GAAP metric which includes net income from electric and natural gas segments, as well as after-tax corporate and other operating income and corporate overhead. It is also adjusted for certain factors to reflect what we consider to be our fundamental business performance.* | An EPS measure aligns with our commitment to return value to investors through earnings and dividends paid. This measure is focused on Adjusted EPS, which excludes activities not considered a principal driver of overall long-term financial performance.* | | Diversity, Equity, and Inclusion Negative Modifier | Modifier | This modifier is focused on meeting certain diversity, equity and inclusion goals: diversity of applicants and diversity of suppliers. This modifier is a negative-only modifier and can only reduce the potential payout by a combined total of up to 5%; it cannot increase the short-term incentive plan awards. | This diversity, equity, and inclusion negative modifier aligns with our commitment to recruit and retain a diverse workforce and diverse supplier base that is reflective of the communities we serve. The negative modifier highlights our belief that meeting these diversity, equity and inclusion goals is expected. | | Discretion of Compensation Committee to align executive short-term incentive award with non-executive short-term incentive performance | Modifier | The Compensation Committee, with the support of management, is committed to exercising its discretion to reduce the payout for executive officers under the short-term incentive plan, as applicable, in order to align with the achievement of non-financial metrics applicable to the payout for non-executives. Non-financial metrics include safety and cybersecurity, managed O&M, managed capital, and other performance metrics. | The Compensation Committee’s exercise of its discretion aligns with our commitment to motivating employees, including executive officers, to meet these important non-financial metrics while also recognizing the importance of EPS performance to our shareholders and encouraging our executive officers to continue to advance and support the Company’s position as a premium utility. |

  57. Short-Term Incentive Plan

    * Adjustments are detailed as part of the “Executive Compensation Tables−Non-Equity Incentive Plan Awards” disclosure and a reconciliation to the nearest GAAP metric can be found in Appendix A.

  58. Establishing Performance Measures and Target Ranges

    Establishing Performance Measures and Target Ranges The Compensation Committee establishes annual performance measures that align with our business strategy and contribute to our long-term shareholder value proposition. The Compensation Committee establishes performance measures and the scaling of the levels necessary to achieve threshold, target and maximum performance, based on strategic priorities for the organization and an assessment of expected business performance during the measurement period. The 2023 Adjusted EPS target level is based on achieving 9% growth relative to 2022 actual performance, which is in the top decile for the utility sector. The diversity, equity and inclusion negative modifier’s targets were set considering 2021 and 2022 actual results.

  59. Individual Short-Term Incentive Plan Awards for 2023 Performance

    Individual Short-Term Incentive Plan Awards for 2023 Performance Based on our approved level of achievement of the 2023 performance objectives at 175% and an assessment of each individual’s performance by the Compensation Committee, the 2023 short-term incentive awards for our named executive officers, expressed as a percentage of their individual target awards, were as follows:

  60. Individual Short-Term Incentive Plan Awards for 2023 Performance

    | Name | 2023 Short-Term Incentive Achievement (as a Percentage of Target) | | David J. Lesar* | N/A | | Jason P. Wells | 175% | | Christopher A. Foster | 175% | | Monica Karuturi | 175% | | Jason M. Ryan | 175% | | Lynne Harkel-Rumford | 175% |

  61. Individual Short-Term Incentive Plan Awards for 2023 Performance

    * Mr. Lesar retired from the Company on January 5, 2024, prior to payment of the short-term incentive awards for 2023, but in recognition of his continued employment through the end of 2023, the Compensation Committee and the Board approved payment of an amount equal to his short-term incentive award for the 2023 performance year determined at the approved achievement level for other executive officers. Refer to “Continued Execution of Succession Planning—Chief Executive Officer Transition—January 2024.”

  62. Long-Term Incentive Plan

    Long-Term Incentive Plan We provide a long-term incentive plan in which each of our named executive officers and certain other management-level employees participate. Our long-term incentive plan is designed to align the interests of our participants with those of our shareholders and reward participants for sustained improvements in our financial performance and increases in the value of our common stock and dividends over an extended period. The vesting period for long-term incentive plan awards is three years to incentivize participants to deliver sustainable business results in service of our long-term strategy, reward longer-term Company performance and encourage retention. In accordance with the terms of our long-term incentive plan, our practice is to price annual grants of equity awards at the closing market price for our common stock on the NYSE on the grant date, which is the date the Compensation Committee approves the grants.

  63. 2023 Long-Term Incentive Plan Design

    2023 Long-Term Incentive Plan Design The total long-term incentive opportunity for each executive officer is determined on an annual and individual basis, considering the executive’s position and performance and the long-term compensation provided to similar roles in the peer group. Each year, the

  64. 2023 Long-Term Incentive Plan Design

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 45 |

  65. 2023 Long-Term Incentive Plan Design

    Compensation Committee also reviews the allocation of the long-term incentive opportunity between performance share units and restricted stock unit awards. The Compensation Committee approved an allocation between performance share units and restricted stock unit awards of 75% and 25%, respectively, for 2023. Performance Share Unit (PSU) Awards (75% of Award Value) Our 2023 PSU awards were made in three separate grants, with the payout opportunity for each grant based on a different performance objective. The first is based on total TSR over the three-year performance cycle as compared to that of the other 18 companies included in our peer group. Thirty-five percent of long-term incentive compensation is based on the TSR metric. Thirty-five percent is based on achieving a specified non-GAAP Adjusted EPS goal over the three-year performance cycle. The remaining 5% is based on achieving a specified carbon emissions reduction goal over the three-year performance cycle. Based on our shareholder engagement and our internal strategy, these three metrics were identified as important indicators of our Company’s performance. If actual achievement for the performance objective under an award does not meet at least the threshold level, the Compensation Committee will not approve a distribution for the award. If a performance objective meets or exceeds the threshold level, the threshold payout for these awards is 33% of target for the TSR performance objective and 50% of target for the applicable Adjusted EPS performance and carbon emissions reduction objectives, and the maximum payout opportunity is 200% of target for all three performance metrics. * Adjusted EPS is a non-GAAP metric which includes consolidated net income from electric and natural gas segments, as well as after-tax corporate and other operating income and corporate overhead. The metric is adjusted for certain factors to reflect what we consider to be our fundamental business performance. ** Adjusted EPS goal at each level represents 8.5% annual growth in 2023 and 2024 and 7.5% annual growth in 2025, based on 2022 (Maximum), 8% annual growth in 2023 and 2024 and 7% annual growth in 2025, based on 2022 (Target) and 7% annual growth in 2023 and 2024 and 6% annual growth in 2025, based on 2022 (Threshold). *** Linear interpolation between award levels. No payout is earned below Threshold performance. **** Results will represent an average of 20 TSR calculation periods, beginning the first 20 of the last 30 trading days preceding the performance period and ending the first 20 of the last 30 trading days of the performance period.

  66. 2023 Long-Term Incentive Plan Design

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 46 |

  67. 2023 Long-Term Incentive Plan Design

    Relative TSR (35% of Award Value) Maximum achievement (200% of target) requires CenterPoint Energy to rank at the 85th percentile or higher in our TSR Peer Group, and no shares would vest if the Company ranks below the 25th percentile in that comparison (threshold level). For this performance objective, the number of PSUs granted will vest using linear interpolation between the threshold, target, and maximum achievement levels. The 18 companies utilized for measuring TSR are the same companies represented in our Peer Group disclosure below. We believe the peer group is a reasonable proxy for the universe of companies engaged in businesses similar to ours and is appropriate for measuring relative TSR. Cumulative Adjusted EPS (35% of Award Value) The Compensation Committee established cumulative Adjusted EPS target as a performance objective for long-term incentive awards made in 2023. Cumulative Adjusted EPS is calculated by aggregating three years of Adjusted EPS as reported by the Company. Adjusted EPS is a non-GAAP metric which includes consolidated net income from electric and natural gas segments, as well as after-tax corporate and other operating income and corporate overhead. This metric is also adjusted for certain factors to reflect what we consider to be our fundamental business performance. For a detailed description of the calculation of Adjusted EPS, see “Executive Compensation Tables—Non-Equity Incentive Plan Awards.” Carbon Emissions Reduction (5% of Award Value) The Compensation Committee established a carbon emissions reduction target as the third performance objective for the long-term incentive awards, beginning in 2022. The carbon emissions reduction objective consists of a 3-year cumulative carbon emissions reduction goal under Scope 1 and 2 (4% award value) and a 3-year cumulative carbon emissions reduction goal under Scope 3 (1% award value). Cumulative carbon emissions reduction is calculated from 2021 levels. For 3-year cumulative carbon emissions reduction under our Scope 1 and 2 objective, maximum achievement (200% of target) requires CenterPoint Energy to achieve at least a 65% reduction in Scope 1 and 2 combined emissions compared to 2021 levels, and no shares would vest if the Company achieves combined Scope 1 and 2 emission reduction of less than 10% compared to 2021 levels. For 3-year cumulative carbon emissions reduction under our Scope 3 objective, maximum achievement (200% of target) requires CenterPoint Energy to achieve at least a 6% reduction in Scope 3 emissions compared to 2021 levels, and no shares would vest if the Company achieves emissions reductions in Scope 3 of less than 3.5% compared to 2021 levels. For information regarding how we define Scope 1, 2 and 3 emissions, see “Equity Incentive Plan Awards—Additional Information” below. Restricted Stock Unit Awards (25% of Award Value) The restricted stock units (RSUs or stock awards) are intended to retain executive officers and reward them for absolute long-term stock appreciation while providing some value to the recipient even if the stock price declines. In this way, the RSUs help balance against the variable, at-risk nature of the performance share unit awards and promote retention. The RSUs (other than any sign-on awards) are subject to CenterPoint Energy achieving positive operating income for the last full calendar year of the vesting period.

  68. 2023 Long-Term Incentive Awards for Named Executive Officers

    2023 Long-Term Incentive Awards for Named Executive Officers On February 15, 2023, the Compensation Committee authorized awards as shown in the table below. The individual long-term incentive targets were authorized by the Compensation Committee following the Compensation Committee’s review of market data provided by the Company’s compensation consultant. Vesting and payout of the PSUs requires continuous service through the performance period and will be determined based on the level of achievement of each performance objective over the three-year cycle of 2023 through 2025. Vesting of stock awards requires continuous service through the vesting date and achievement of positive operating income for the last full calendar year of the vesting period. For additional detail regarding the grants, see “Executive Compensation Tables—Equity Incentive Plan Awards—Long-term Incentive Plan Awards Granted in 2023.”

  69. 2023 Long-Term Incentive Awards for Named Executive Officers

    | Description | Lesar(1) | Wells | Foster(2) | Karuturi | Ryan(3) | Harkel-Rumford | | Base Salary | $1,500,000 | $980,000 | $700,000 | $700,000 | $510,000 | $460,000 | | Long-term incentive target | 660% | 400% | 260% | 260% | 200% | 200% | | Long-term incentive compensation at target | $9,900,000 | $3,920,000 | $1,820,000 | $1,820,000 | $1,020,000 | $920,000 | | Performance share unit portion (75%) | $7,425,000 | $2,940,000 | $1,365,000 | $1,365,000 | $765,000 | $690,000 | | Stock award portion (25%) | $2,475,000 | $980,000 | $455,000 | $455,000 | $255,000 | $230,000 |

  70. 2023 Long-Term Incentive Awards for Named Executive Officers

    Amounts do not include the retention awards for Mr. Lesar under his Retention Incentive Agreement, pursuant to which Mr. Lesar received RSUs for a total of 1 million shares of common stock that were granted through multiple annual awards in 2021, 2022, and 2023. In February 2023, 200,000 restricted stock units

  71. 2023 Long-Term Incentive Awards for Named Executive Officers

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 47 |

  72. 2023 Long-Term Incentive Awards for Named Executive Officers

    were awarded to Mr. Lesar under the Retention Incentive Agreement that vested in December 2023. For more information regarding Mr. Lesar’s retention awards, please see “President and Chief Executive Officer, David Lesar—Retention Awards” in the Company’s 2022 proxy statement. Amounts do not include the buy-out equity award for Mr. Foster under the long-term incentive plan of restricted stock units having a total grant date value of $3,900,000. (3) Amounts do not include supplemental equity awards for Mr. Ryan under the long-term incentive plan, having a total grant date value of $550,000, to supplement his 2023 annual equity award grants. The supplemental awards are subject to the same terms and conditions, including vesting and performance goals, and have the same allocation between PSUs and RSUs as Mr. Ryan’s 2023 annual grants. Mr. Doyle departed the Company on January 3, 2023, and, therefore, he was not eligible for, and did not receive a grant of, any award under the long-term incentive plan for 2023. Both the PSUs and the RSUs accrue dividend equivalents over the performance cycle or vesting period, respectively, until they are delivered, at the same level as dividends earned by shareholders on shares of our common stock outstanding. Dividend equivalents on the shares which are vested are paid in cash when the shares are delivered. Dividend equivalents are not paid with respect to unearned and unvested shares.

  73. 2021 – 2023 PSU Award Vesting

    2021 – 2023 PSU Award Vesting The calculated payout for the 2021 – 2023 PSU awards was 180% of target based on the Company’s three-year relative TSR performance and three-year cumulative non-GAAP Adjusted EPS. The Company exceeded the target for both cumulative non-GAAP Adjusted EPS and relative TSR during the performance period.

  74. 2021 – 2023 PSU Award Vesting

    | 2021 – 2023 PSU AWARD GOALS | AWARD DETERMINATION ($ in millions) | | | WEIGHTING | ACHIEVEMENT | | | TSR Performance | Threshold (33%) 14th Position | | Maximum (200%) 2nd Position | 45% | 2nd Position | 200% | | Cumulative non-GAAP Adjusted EPS | Threshold (50%) $3.94 | Target (100%) $4.02 | Maximum (150%) $4.09 | 30% | $4.15 | 150% |

  75. 2021 – 2023 PSU Award Vesting

    For a detailed description of the calculation of cumulative non-GAAP Adjusted EPS, see “Executive Compensation Tables— Equity Incentive Plan Awards—Additional Information” and a reconciliation to the nearest GAAP metric can be found in Appendix A.

  76. 2023 Supplemental Awards

    2023 Supplemental Awards In addition to our standard annual long-term and short-term incentive plan awards, we may from time to time in extraordinary circumstances, award bonus incentives, including cash bonuses, to executive officers. Based on shareholder feedback, the Compensation Committee has committed to not make one-time equity awards to its executive officers absent extraordinary circumstances, except in connection with new hires or promotions. In the event the Compensation Committee determines that a one-time equity award is necessary and appropriate, such special award will have, except in the case of new hires or promotions, at least a three-year vesting period and will be primarily performance-based. The Compensation Committee approved the following awards to Mr. Ryan in 2023: a cash bonus of $200,000 and equity awards under the long-term incentive plan, having a total grant date value of $550,000, to supplement his 2023 annual equity award grants. The supplemental awards are subject to the same terms and conditions, including vesting and performance goals, and have the same allocation between PSUs and RSUs as Mr. Ryan’s 2023 annual grants. In making these awards to Mr. Ryan, the Compensation Committee noted Mr. Ryan’s extraordinary performance in leading the Company’s government affairs team and also recognized Mr. Ryan’s leadership of the Company’s regulatory efforts, including the filing of rate cases in all of the Company’s service territories over 2023 and 2024, representing an unusual and heavy burden for the Company’s regulatory team.

  77. Long-Term Incentive Plan Awards

    Long-Term Incentive Plan Awards The Compensation Committee approved certain modifications to the retirement provisions for PSUs and RSUs granted beginning February 2024. For such awards (other than any sign-on or buy-out awards), a participant is eligible for the retirement provisions under the awards if the participant terminates employment for any reason (other than by the Company for cause or due to death or disability) and: • the participant is at least age 55 and the sum of the participant’s service and age is 65 or greater; • the participant provides at least three months’ written notice of his or her retirement or, for certain of officers including our named executive officers, reasonable advanced written notice of his or her retirement, as determined by the Compensation Committee; the participant submits a transition plan accepted and approved by the Company; and

  78. Long-Term Incentive Plan Awards

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 48 |

  79. Long-Term Incentive Plan Awards

    for certain officers, including our named executive officers, the Compensation Committee approves, in its sole discretion, the participant’s retirement under the award. A participant who satisfies these requirements will receive full payment of the awards based on the actual achievement of the applicable performance objective at the end of the performance period, provided, however, that if the award was granted during the year of the participant’s termination of employment, payment of the award is subject to proration based on the period of the participant’s employment during the performance or vesting period, as applicable. Moreover, the Compensation Committee may elect to approve such retirement vesting for any named executive officer who does not otherwise meet one or more of the requirements described above if it is determined to be in the best interests of the Company. The Compensation Committee modified the retirement provisions to reinforce the Company’s overall compensation philosophy by further supporting its strategic workforce planning, increasing employee engagement, and encouraging the development of robust succession and transition plans to effect a smooth transition and retirement from the organization while continuing to provide an opportunity for executives to become eligible for compensation that was previously awarded and was designated as total compensation but would otherwise be forfeited upon retirement. The retirement provisions that applied prior to these modifications are described in “Executive Compensation Tables—Equity Incentive Plan Awards—Additional Information—Additional Information Regarding Our Equity Incentive Plan Awards.” The Compensation Committee also approved a three-year graded vesting schedule for RSUs granted beginning February 2024 under which one-third of the underlying units will vest on each of the first three anniversaries of the grant date, subject to continued employment and achievement of positive operating income for the last full calendar year preceding the applicable vesting date. Prior to this change, RSUs vested under a three-year cliff vesting schedule, but also subject to continued employment and achievement of positive operating income for the last full calendar year of the restricted period. This change in vesting schedule will allow participants to share ownership in the company more quickly and increase interest in the company’s performance while continuing to encourage retention of key employees.

  80. 2024 Performance Share Unit Metrics

    2024 Performance Share Unit Metrics We have provided the following information in response to feedback from shareholders requesting additional disclosure about our 2024 long-term performance goals under our PSU awards. The design of our 2024 PSU awards, which comprise seventy-five percent of our long-term incentive compensation, is consistent with the design of our 2023 PSU awards, with the addition of a price-to-earnings ratio (P/E) modifier to awards based on TSR. The P/E modifier was introduced to incentivize achievement of a peer leading P/E ratio, reflective of the Company’s position as a premium utility. Like our 2023 PSU awards, our 2024 PSU awards were made in three separate grants, with the payout opportunity for each grant based on a different performance objective. Thirty-five percent of the 2024 annual long-term incentive awards were based on total TSR over the three-year performance cycle as compared to that of the other 18 companies included in our peer group. Another thirty-five percent were based on achieving a specified non-GAAP Adjusted EPS goal over the three-year performance cycle. The remaining five percent were based on achieving a specified carbon emissions reduction goal over the three-year performance cycle. If actual achievement for the performance objective under an award does not meet at least the threshold level, the Compensation Committee will not approve a distribution for the award, except in the case of an award based on TSR when the P/E modifier is triggered as described below. If a performance objective meets or exceeds the threshold level, the threshold payout for these awards is 33% of target for the TSR performance objective and 50% of target for the applicable EPS performance and carbon emissions reduction objectives, and the maximum payout opportunity is 200% of target for all three performance objectives. In case of awards based on the TSR performance objective, however, if the Company’s P/E ratio ranks in the top quartile of our peer group, a P/E modifier will apply that provides for a minimum 75% payout level for the award regardless of the level of TSR performance achieved.

  81. 2024 Performance Share Unit Metrics

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 49 |

  82. 2024 Performance Share Unit Metrics

    Adjusted EPS is a non-GAAP metric which includes consolidated net income from electric and natural gas segments, as well as after-tax corporate and other operating income and corporate overhead. The metric is adjusted for certain factors to reflect what we consider to be our fundamental business performance. ** Adjusted EPS goal at each level represents 8.5% annual growth in 2024 and 8% annual growth in 2025 and 2026, based on 2023 (Maximum), 8% annual growth in 2024 and 6% annual growth in 2025 and 2026, based on 2023 (Target) and 7% annual growth in 2024 and 5.5% annual growth in 2025 and 2026, based on 2023 (Threshold). *** Linear interpolation between award levels. **** Results will represent an average of 20 TSR calculation periods, beginning the first 20 of the last 30 trading days preceding the performance period and ending the first 20 of the last 30 trading days of the performance period.

  83. Role of Management

    Role of Management Of our named executive officers, the Chief Executive Officer, the Chief Financial Officer, and the Chief Human Resources Officer have a role in determining executive compensation policies and programs. Our Chief Executive Officer, Chief Financial Officer, and Chief Human Resources Officer work with business unit and functional leaders along with our internal compensation staff to provide information to the Compensation Committee in conjunction with the independent compensation consultant to help ensure that all elements of compensation support our business strategy and goals. Our Chief Executive Officer, Chief Financial Officer, and Chief Human Resources Officer also periodically review and recommend specific Company performance metrics to be used in short-term and long-term incentive plans. The listed executive officers work with the various business units and functional departments to develop these metrics, which are then presented to the Compensation Committee for its consideration and approval. Additionally, our Chief Executive Officer reviews and recommends changes to the peer companies used for compensation purposes using internal analyses of revenue, market capitalization and comparable business mix (e.g., natural gas versus electric; regulated versus unregulated; generation versus transmission and distribution). These recommendations are reviewed by the Compensation Committee’s independent consultant and then presented to the Committee for its consideration and approval. Within the parameters of the compensation policies established by the Compensation Committee, our Chief Executive Officer also makes preliminary recommendations for base salary adjustments and short-term and long-term incentive levels for the other named executive officers. Our Chief Executive Officer also recommends payment amounts for the other executive officers’ short-term incentive plan awards. Our Chief Executive Officer bases his recommendations on a variety of factors such as his appraisal of the executive’s job performance and contribution to CenterPoint Energy, improvement in organizational and employee development and accomplishment of strategic priorities. Our executive officers do not determine or approve any element or component of their own compensation, nor are they present during the Compensation Committee’s discussions regarding their own compensation. This includes base salary, short-term or long-term incentive targets, and all other aspects of compensation.

  84. Role of Consultant

    Role of Consultant To assist in carrying out its responsibilities, the Compensation Committee retains a consultant to provide independent advice on executive compensation and to perform specific tasks as requested by the Compensation Committee. The Compensation Committee retained Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant due in large part to its competitive market intelligence for executive pay and governance in the utilities and energy services industries. The consultant reports directly to the Compensation Committee, which preapproves the scope of work and the fees charged. The Compensation Committee or the Governance, Environmental and Sustainability Committee may direct our compensation consultant to perform additional analyses or research related to compensation issues. The Compensation Committee reviews and assesses the independence and performance of its compensation consultant in accordance with applicable SEC and NYSE rules on an annual basis to confirm that the consultant is independent and meets all applicable regulatory requirements. In making this determination, the Compensation Committee reviewed information provided by its compensation consultant including the following factors: • the provision of other services to CenterPoint Energy by the compensation consultant; • the amount of fees received from CenterPoint Energy by the compensation consultant as a percentage of total revenue of the compensation consultant; • the policies and procedures of the compensation consultant that are designed to prevent conflicts of interest; • any business or personal relationship of the Compensation Committee’s advisor (i.e., the employees of the compensation consultant that work on the CenterPoint Energy team) with a member of the Compensation Committee; any stock of CenterPoint Energy owned by the Compensation Committee’s advisor or the advisor’s immediate family members; and

  85. Role of Consultant

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 51 |

  86. Role of Consultant

    any business or personal relationship of the Compensation Committee’s advisor or any other employee of the compensation consultant with an executive officer at CenterPoint Energy. In particular, except for certain services provided to the Governance, Environmental and Sustainability Committee of the type detailed above, with respect to director compensation, the Compensation Committee noted that Meridian provided no other services to CenterPoint Energy.

  87. Our 2023 Peer Group

    Our 2023 Peer Group In making decisions about executive pay programs and levels, the Compensation Committee references compensation data from our peer group. Selection criteria considered in establishing the peer group include companies within comparable Global Industry Classification Standard sectors, comparable business mix and complexity, companies who list CenterPoint Energy as a peer in their proxies, the peers that the current peer group list as comparable, companies listed in shareholder advisor reports regarding CenterPoint Energy and companies within a reasonable range of CenterPoint Energy relative to 12-month trailing revenue, total assets, enterprise value and current market capitalization. We believe that the use of this group as a reference for evaluating our compensation policies helps align us with our peers and competitors. We also believe this group of companies provides a sufficiently large data set that is generally not subject to wide changes in compensation data. Our peer group stayed the same from 2022 to 2023. This group of companies was identical to the group of companies used for measuring our relative total shareholder return under our 2023 long-term incentive compensation awards. For 2023, the peer group for proxy statement data consisted of the following 18 publicly traded utility companies:

  88. Our 2023 Peer Group

    | Alliant Energy Corporation | Entergy Corporation | | Ameren Corporation | Evergy, Inc. | | American Electric Power Company, Inc. | Eversource Energy | | Atmos Energy Corporation | NiSource Inc. | | Avangrid, Inc. | Pinnacle West Capital Corporation | | CMS Energy Corporation | Public Service Enterprise Group Incorporated | | Consolidated Edison, Inc. | Sempra Energy | | DTE Energy Company | WEC Energy Group, Inc. | | Edison International | Xcel Energy Inc. |

  89. Our 2023 Peer Group

    This peer group had median revenues and assets comparable to CenterPoint Energy.

  90. Our 2023 Peer Group

    | | TOTAL REVENUE | TOTAL ASSETS | | | (in millions, except for percentages) | | | CenterPoint Energy, Inc. | $9,225 | $39,001 | | Relative Percentile Rank Position | 44% | 33% | | Data is presented as of September 30, 2023 and sourced from FactSet Revenue represents trailing twelve months ended September 30, 2023 | | |

  91. Our 2023 Peer Group

    Meridian compared the 2023 peer group to CenterPoint Energy based on key financial metrics and size and recommended the replacement of Pinnacle West Capital Corporation with PPL Corporation for the Company’s 2024 peer group. The Compensation Committee evaluated and approved this peer group change.

  92. Benefits

    to certain union employees). In addition, we maintain a benefit restoration plan as a nonqualified supplemental retirement plan to generally provide for benefits in excess of those available under the retirement plan due to annual limits imposed by the Internal Revenue Code. Changes in base salary and/or short-term incentive compensation affect benefits payable under the retirement plan and the benefit restoration plan. See “Executive Compensation Tables—Pension Benefits” for a description of the retirement plan and benefit restoration plan. The present value of the accumulated benefits under the plans for each named executive officer is set forth in the Pension Benefits table. We maintain a savings plan, which includes employer contributions, designed to encourage all employees to help provide for their own retirement and to attract and retain employees. We also have a nonqualified savings restoration plan that provides for employer contributions not available under the savings plan due to Internal Revenue Code limits. Base salary and short-term incentive compensation are included as eligible plan compensation under the provisions of the savings plan and the savings restoration plan. See “Executive Compensation Tables—Savings Plan and Savings Restoration Plans” for further information. Employer contributions to the plans for the named executive officers are included in the footnote to the All Other Compensation column of the Summary Compensation Table. Prior to January 1, 2023, our named executive officers could defer salary and short-term incentive compensation under our deferred compensation plan. The plan was frozen as of January 1, 2023 such that no further compensation may be deferred under the plan after that date. For further information and a description of the plan, see “Executive Compensation Tables— Deferred Compensation Plans.” The above-market portion of the 2022 aggregate earnings is reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table. We also provide executives with the same health and welfare benefits provided to all other similarly situated employees, and at the same cost charged to all other eligible employees. Executives are also entitled to the same post-retirement health and welfare benefits as those provided to similarly situated retirees.

  93. Termination Benefits

    Termination Benefits As described later in the section titled “Executive Compensation Tables—Potential Payments upon Change in Control or Termination,” CenterPoint Energy has a change in control plan that is intended to help ensure that our officers, including our named executive officers, continue to give their full attention to our business needs in the event we were to become the subject of the types of change in control transactions described in the plan. The plan includes a “double trigger,” whereby to be eligible for benefits under the plan, the executive’s employment must be terminated within a set period before or after a change in control. The plan does not provide for any excise tax gross-up payments. We do not maintain individual employee agreements or a separate non-change-in-control severance plan for executives. However, in response to shareholder feedback, the Compensation Committee has adopted executive severance guidelines that set forth appropriate limits on any severance payments to our named executive officers. The guidelines do not entitle any executive to severance benefits upon termination. The Compensation Committee continues to have discretion to determine a named executive officer’s eligibility for severance benefits, and the amounts of any benefits, and has committed to applying the limitations set forth in the guidelines in its determination. For a more detailed discussion, refer to “Executive Compensation Tables—Potential Payments upon Change in Control or Termination.”

  94. Tax Considerations

    compensation. The Compensation Committee believes that, in establishing the compensation program for our executives, the potential deductibility of the compensation should be only one of a number of relevant factors taken into consideration. The Compensation Committee believes it is important to maintain flexibility in structuring compensation at the requisite level to attract and retain the individuals essential to our financial success, even if all or part of that compensation may not be deductible by reason of Section 162(m) of the Internal Revenue Code. Our change in control plan described above for our named executive officers does not provide a gross-up payment to cover any excise tax an executive is determined to owe on an “excess parachute payment.” For additional discussion about our change in control plan, refer to “Executive Compensation Tables—Potential Payments upon Change in Control or Termination.”

  95. Summary Compensation Table for Fiscal Year 2023

    Summary Compensation Table for Fiscal Year 2023

  96. Summary Compensation Table for Fiscal Year 2023

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | David J. Lesar Former Chief Executive Officer | 2023 | 1,493,269 | — | 9,900,034 | — | 4,068,750 | — | 742,421 | 16,204,475 | | | 2022 | 1,423,241 | — | 8,481,240 | — | 3,407,250 | — | 632,243(7) | 13,943,974 | | | 2021 | 1,425,000 | — | 33,359,999 | — | 2,116,125 | — | 908,686 | 37,809,810 | | Jason P. Wells President and Chief Executive Officer | 2023 | 969,039 | — | 3,919,966 | — | 1,972,250 | — | 220,210 | 7,081,465 | | | 2022 | 667,463 | — | 1,737,497 | — | 860,063 | — | 193,847 | 3,458,870 | | | 2021 | 665,000 | — | 1,675,003 | — | 548,625 | — | 362,752 | 3,251,380 | | Christopher A. Foster Executive Vice President and Chief Financial Officer | 2023 | 433,461 | — | 5,720,028 | — | 980,000 | — | 690,273 | 7,823,763 | | Monica Karuturi Executive Vice President and General Counsel | 2023 | 695,385 | — | 1,819,984 | — | 980,000 | 64,802 | 91,667 | 3,651,838 | | | 2022 | 552,462 | 100,000 | 1,102,006 | — | 669,900 | 9,454 | 71,527 | 2,505,350 | | | 2021 | 527,500 | 80,000 | 971,997 | — | 377,163 | 30,437 | 65,754 | 2,052,851 | | Jason M. Ryan Executive Vice President, Regulatory Services & Government Affairs | 2023 | 505,962 | 200,000 | 1,570,014 | — | 624,750 | 58,652 | 99,211 | 3,058,589 | | Lynne Harkel-Rumford Executive Vice President and Chief Human Resources Officer | 2023 | 455,961 | — | 920,013 | — | 563,500 | 91,185 | 80,993 | 2,111,652 | | Scott E. Doyle Former Executive Vice President, Utility Operations | 2023 | 85,384 | — | — | — | — | (102,747) | 2,114,193 | 2,096,830 | | | 2022 | 563,504 | — | 1,500,005 | — | — | (119,284) | 90,477 | 2,034,702 | | | 2021 | 518,750 | — | 997,503 | — | 399,437 | 34,944 | 100,381 | 2,051,015 |

  97. Summary Compensation Table for Fiscal Year 2023

    (1) For 2021, amounts for Ms. Karuturi include a retention cash bonus of $80,000. For 2022, amounts for Ms. Karuturi include a cash bonus of $100,000. For 2023, amounts for Mr. Ryan include a cash bonus of $200,000. Reported amounts for our named executive officers represent the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718 based on the probable achievement level of the underlying performance conditions as of the grant date. For 2021, amounts for Mr. Lesar include the retention awards under Mr. Lesar’s Retention Incentive Agreement, pursuant to which Mr. Lesar received RSUs for a total of 1 million shares of Common stock that were granted through multiple annual awards in 2021, 2022, and 2023. The retention awards were valued at $25,240,000 as of the date of Retention Incentive Agreement

  98. Summary Compensation Table for Fiscal Year 2023

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 56 |

  99. Summary Compensation Table for Fiscal Year 2023

    (July 20,2021). Assumptions, where applicable, are the same assumptions disclosed in “Stock-Based Incentive Compensation Plans and Employee Benefit Plans” in Note 8 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. For purposes of the tables above and below, the effects of estimated forfeitures are excluded. Please also refer to the Grants of Plan-Based Awards for Fiscal Year 2023 table and the accompanying footnotes. The maximum value at the grant date of stock awards for each of our named executive officers assuming the highest level of performance conditions is achieved is as follows:

  100. Summary Compensation Table for Fiscal Year 2023

    | Name | Year | Maximum Value of Stock Awards ($) | | Lesar | 2023 | 17,325,068 | | | 2022 | 14,842,178 | | | 2021 | 38,232,004 | | Wells | 2023 | 6,859,940 | | | 2022 | 3,040,614 | | | 2021 | 2,680,005 | | Foster | 2023 | 7,085,065 | | Karuturi | 2023 | 3,184,958 | | | 2022 | 1,928,524 | | | 2021 | 1,555,190 | | Ryan | 2023 | 2,747,511 | | Harkel-Rumford | 2023 | 1,610,015 | | Doyle | 2023 | 0 | | | 2022 | 2,625,002 | | | 2021 | 1,596,011 |

  101. Summary Compensation Table for Fiscal Year 2023

    (3) CenterPoint Energy has not granted stock options since 2004. (4) Non-Equity Incentive Plan Compensation represents short-term incentive awards earned with respect to performance in the designated year and paid in the following year. For more information on the 2023 short-term incentive awards, refer to the Grants of Plan-Based Awards for Fiscal Year 2023 table and the accompanying footnotes. Under the terms of our short-term incentive plan, an individual age 55 or older with at least five years of service satisfies certain retirement vesting provisions under the plan, and if the individual terminates employment during the plan year, he or she is eligible for a pro rata payment at the target level of achievement. For 2023, amounts for Mr. Lesar consist of an amount equal to Mr. Lesar’s short-term incentive award for the 2023 performance year, determined at the approved achievement level for other executive officers, as approved by the Board and Compensation Committee in connection with his retirement (refer to “Continued Execution of Succession Planning—Chief Executive Officer Transition—January 2024”). (5) The two components of the 2023 Change in Pension Value and Nonqualified Deferred Compensation Earnings are as follows:

  102. Summary Compensation Table for Fiscal Year 2023

    | Name | Change in Pension Value(a) ($) | Above Market Earnings on Nonqualified Deferred Compensation(b) ($) | Total ($) | | Lesar | — | — | — | | Wells | — | — | — | | Foster | — | — | — | | Karuturi | 64,802 | — | 64,802 | | Ryan | 58,272 | 380 | 58,652 | | Harkel-Rumford | 91,185 | — | 91,185 | | Doyle | (102,747) | — | (102,747) |

  103. Summary Compensation Table for Fiscal Year 2023

    (a) The Change in Pension Value is the increase or decrease in the present value of accumulated benefits under our retirement plan and the related benefit restoration plans from December 31, 2022 to December 31, 2023. Benefits are assumed to commence as of the earliest age that an individual could retire without a reduction in benefits. The present value as of December 31, 2023 assumed a discount rate of 4.95% and lump sum conversion interest rate of 4.95% for benefits paid in all future years. The present value as of December 31, 2022 assumed a discount rate of 5.15% and lump sum conversion interest rate of 5.15% for benefits paid in all future years. Refer to the narrative accompanying the Pension Benefits table for a more detailed discussion of the present value calculation. Above Market Earnings consist of the amounts that exceed 120% of the applicable federal long-term rate at the time the interest rate was set.

  104. Summary Compensation Table for Fiscal Year 2023

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 57 |

  105. Summary Compensation Table for Fiscal Year 2023

    The following table sets forth the elements of All Other Compensation for 2023:

  106. Summary Compensation Table for Fiscal Year 2023

    | Name | Perquisites and Other Personal Benefits(a) ($) | Tax Reimbursements ($)(b) | Contributions to Vested and Unvested Defined Contribution Plans (qualified)(c) ($) | Contributions to Vested and Unvested Defined Contribution Plans (nonqualified)(d) ($) | Insurance Premiums ($) | Other(e) ($) | Charitable Contributions(f) ($) | Total All Other Compensation ($) | | Lesar | 251,374 | — | 29,700 | 411,347 | — | — | 50,000 | 742,421 | | Wells | 30,591 | — | 29,700 | 134,919 | — | — | 25,000 | 220,210 | | Foster | 649,891 | 21,171 | 9,900 | 9,312 | — | — | — | 690,273 | | Karuturi | — | — | 19,800 | 62,117 | — | — | 9,750 | 91,667 | | Ryan | — | — | 19,800 | 54,411 | — | — | 25,000 | 99,211 | | Harkel-Rumford | — | — | 19,800 | 36,193 | — | — | 25,000 | 80,993 | | Doyle | 16,570 | — | 5,123 | — | — | 2,092,500 | — | 2,114,193 |

  107. Summary Compensation Table for Fiscal Year 2023

    (a) For Mr. Foster, the amount includes $556,343 for relocation expenses incurred during 2023 including loss on sale of his home, commissions, fees, warranty, and insurance. For Mr. Lesar, this amount includes the incremental cost to the Company attributable to security-related services provided to Mr. Lesar, including the use of a car and security personnel, such as a security driver, to mitigate risk to the Company by supporting Mr. Lesar’s safety, health and well-being. The Company considers costs for security-related services, which were put into place in accordance with the recommendations of an independent security consultant based on a security risk assessment, to be business expenses rather than personal benefits to Mr. Lesar; however, disclosure regulations require certain security expenses to be reported as personal benefits. The incremental cost for the use of the car is based on the annualized cost of the car over its useful life, including annual depreciation, as well as maintenance, insurance and fuel expense. The incremental cost of providing security personnel, including a security driver, includes the actual incremental cost of expenses incurred by such security personnel, but does not include the fixed costs associated with such personnel. For Mr. Lesar, due, in part, to efficiency and personal safety considerations as well as security risk considerations identified in the aforementioned security assessment related to Mr. Lesar, this amount includes the incremental cost to the Company for personal travel on aircraft owned by the Company or provided by a third-party aircraft charter company. The incremental cost for personal travel on aircraft owned by the Company includes variable operating costs such as landing, parking, hanger and dead-head costs, crew travel expenses, supplies and catering, fuel costs, and passenger ground transportation, and does not include an allocable share of fixed costs associated with the Company’s ownership of the aircraft. No amounts were included where spouses or family members accompanied the executives on Company aircraft flights because there was no incremental cost to the Company. The incremental cost to the Company for personal travel on aircraft provided by a third-party aircraft charter company includes the amount invoiced to CenterPoint Energy for the hourly rate and operating costs of flights for Messrs. Wells and Foster $ 30,591 and $ 87,375, respectively. Amounts include incremental costs to the Company for spouses or family members accompanying executives provided by a third-party charter company. Additionally, for Messrs. Lesar, Foster, and Doyle, the amount includes financial planning services of $15,000, $6,173, and $16,000, respectively. None of the other named executive officers received perquisites valued in excess of $10,000 during 2023. (b) For Mr. Foster, the tax reimbursement amount shown is for tax reimbursements paid to Mr. Foster, in respect of the taxes payable in respect of the relocation expenses we covered. (c) These amounts represent CenterPoint Energy’s contributions to the savings plan, which is described under “Savings Plan and Savings Restoration Plans.” (d) These amounts represent benefits accrued under the savings restoration plan, which is described under “Savings Plan and Savings Restoration Plans.” (e) In connection with his departure from the Company effective January 3, 2023, the Compensation Committee approved a lump-sum cash payment to Mr. Doyle, which represents $2,092,500. For more information on Mr. Doyle’s departure and his compensation, see “Compensation Discussion and Analysis—Continued Execution of Succession Planning—Streamlined Organizational Structure—January 2023.” (f) These amounts represent CenterPoint Energy Foundation, Inc.’s charitable contribution to non-profit organizations to match personal qualified contributions on a dollar-for-dollar basis up to an annual maximum match of $25,000 ($50,000 for Mr. Lesar). The amount reported in the All Other Compensation column for Mr. Lesar in 2022 has been updated to include an additional $76,099 representing additional security cost for security provided at Mr. Lesar’s home that were inadvertently excluded from the 2022 Summary Compensation Table.

  108. Summary Compensation Table for Fiscal Year 2023

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 58 |

  109. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table presents the non-equity and equity incentive plan-based awards granted during 2023. The grant date fair value of equity awards is based on the probable achievement level of the underlying performance conditions as of the grant date at the closing price on the grant date, which was $29.13 for the February 15, 2023 grants, $30.52 for the May 5, 2023 grants, and $29.44 for the July 18, 2023 grants.

  110. Grants of Plan-Based Awards for Fiscal Year 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold: Number of Shares (#) | Target: Number of Shares (#) | Maximum: Number of Shares (#) | All Other Stock Awards: # of Shares of Stock or Units | Grant Date Fair Value of Stock Awards ($) | | David J. Lesar | | 1,743,750 | 2,906,250 | 4,650,000 | | | | | | | | 2/15/2023 | | | | | | | 84,964 | 2,475,001 | | | 2/15/2023 | | | | 39,254 | 118,950 | 237,900 | | 3,465,014 | | | 2/15/2023 | | | | 59,475 | 118,950 | 237,900 | | 3,465,014 | | | 2/15/2023 | | | | 8,497 | 16,993 | 33,986 | | 495,006 | | Jason P. Wells | | 845,250 | 1,408,750 | 2,254,000 | | | | | | | | 2/15/2023 | | | | | | | 33,642 | 979,991 | | | 2/15/2023 | | | | 15,543 | 47,099 | 94,198 | | 1,371,994 | | | 2/15/2023 | | | | 23,550 | 47,099 | 94,198 | | 1,371,994 | | | 2/15/2023 | | | | 3,364 | 6,728 | 13,456 | | 195,987 | | Christopher A. Foster | | 420,000 | 700,000 | 1,120,000 | | | | 14,908 | 454,992 | | | 5/5/2023 | | | | | | | 127,785 | 3,899,998 | | | 5/5/2023 | | | | 6,888 | 20,872 | 41,744 | | 637,013 | | | 5/5/2023 | | | | 10,436 | 20,872 | 41,744 | | 637,013 | | | 5/5/2023 | | | | 1,491 | 2,982 | 5,964 | | 91,011 | | Monica Karuturi | | 420,000 | 700,000 | 1,120,000 | | | | | | | | 2/15/2023 | | | | | | | 15,620 | 455,011 | | | 2/15/2023 | | | | 7,216 | 21,867 | 43,734 | | 636,986 | | | 2/15/2023 | | | | 10,934 | 21,867 | 43,734 | | 636,986 | | | 2/15/2023 | | | | 1,562 | 3,124 | 6,248 | | 91,002 | | Jason M. Ryan | | 267,750 | 446,250 | 714,000 | | | | | | | | 2/15/2023 | | | | | | | 8,754 | 255,004 | | | 2/15/2023 | | | | 4,044 | 12,255 | 24,510 | | 356,988 | | | 2/15/2023 | | | | 6,128 | 12,255 | 24,510 | | 356,988 | | | 2/15/2023 | | | | 876 | 1,751 | 3,502 | | 51,007 | | | 7/18/2023 | | | | | | | 4,671 | 137,514 | | | 7/18/2023 | | | | 2,158 | 6,539 | 13,078 | | 192,508 | | | 7/18/2023 | | | | 3,270 | 6,539 | 13,078 | | 192,508 | | | 7/18/2023 | | | | 467 | 934 | 1,868 | | 27,497 |

  111. Grants of Plan-Based Awards for Fiscal Year 2023

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 59 |

  112. Grants of Plan-Based Awards for Fiscal Year 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold: Number of Shares (#) | Target: Number of Shares (#) | Maximum: Number of Shares (#) | All Other Stock Awards: # of Shares of Stock or Units | Grant Date Fair Value of Stock Awards ($) | | Lynne Harkel-Rumford | | 241,500 | 402,500 | 644,000 | | | | | | | | 2/15/2023 | | | | | | | 7,896 | 230,010 | | | 2/15/2023 | | | | 3,648 | 11,054 | 22,108 | | 322,003 | | | 2/15/2023 | | | | 5,527 | 11,054 | 22,108 | | 322,003 | | | 2/15/2023 | | | | 790 | 1,579 | 3,158 | | 45,996 |

  113. Grants of Plan-Based Awards for Fiscal Year 2023

    There were no other equity awards granted to the named executive officers during the year. (1) The estimated payouts under non-equity incentive plan awards are based on the terms of our 2023 short-term incentive plan. Based on the goals adopted in 2023, the maximum payout amount (as shown in the Maximum column) is 200% of target for our named executive officers. Actual amounts paid in 2024 for 2023 performance are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Any amount awarded by the Compensation Committee to an individual executive officer in excess of the actual performance level of the underlying performance objectives is reflected in the Summary Compensation Table in the Bonus column. (2) The annual grants of equity incentive plan awards consist of two types of awards for each named executive officer: a restricted stock unit award covering a number of shares listed in the All Other Stock Awards column, and three performance share unit awards, for which threshold, target and maximum numbers of shares are shown in the columns under Estimated Future Payouts Under Equity Incentive Plan Awards. For Mr. Foster, amounts also include his buy-out equity award of restricted stock units, valued at $3.9 million as of the grant date, granted in connection with his appointment as Executive Vice President and Chief Financial Officer. For Mr. Ryan, amounts include supplemental awards authorized in addition to his February 15, 2023 annual awards, valued at $550,000 as of the grant date, in recognition of his extraordinary contributions in leading company efforts with respect to the 2023 legislative session and the upcoming level of regulatory activity over the next two years. For Mr. Lesar, amounts do not include the retention awards under Mr. Lesar’s Retention Incentive Agreement, pursuant to which Mr. Lesar received RSUs for a total of 1 million shares of Company stock that were granted through multiple annual awards, including 200,000 RSUs granted in 2023. The retention awards were considered granted in 2021 as of the date of the Retention Incentive Agreement (July 20, 2021). All of the restricted stock unit awards and the performance share unit awards accrue dividend equivalents over the vesting period or performance cycle, respectively, until they are delivered at the same level as dividends earned by shareholders on shares of common stock outstanding. Dividend equivalents on the vested shares will be paid in cash. These awards are granted under our long-term incentive plan. Refer to the footnotes to the Outstanding Equity Awards at Fiscal Year-End 2023 table for the vesting date of each of these awards.

  114. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table provides information regarding the outstanding equity awards held by our named executive officers as of December 31, 2023. The closing price of our common stock on the NYSE on December 29, 2023 was $28.57.

  115. Outstanding Equity Awards at Fiscal Year-End 2023

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

  116. Outstanding Equity Awards at Fiscal Year-End 2023

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 62 |

  117. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding stock awards fully vest on the following dates:

  118. Outstanding Equity Awards at Fiscal Year-End 2023

    | Grant Date | Type of Stock Award | Vesting Date | Lesar | Wells | Foster | Karuturi | Ryan | Harkel-Rumford | Doyle | | 2/18/2021 | Stock Award | 2/18/2024 | 93,119 | 19,209 | — | 11,147 | 9,358 | 6,904 | 11,439 | | 2/15/2022 | Stock Award | 2/15/2025 | 78,851 | 16,154 | — | 10,245 | 7,824 | 6,206 | 13,946 | | 2/15/2023 | Stock Award | 2/15/2026 | 84,964 | 33,642 | — | 15,620 | 8,754 | 7,896 | — | | 5/05/2023 | Stock Award | 5/05/2024 | — | — | 63,893 | — | — | — | — | | 5/05/2023 | Stock Award | 5/05/2025 | — | — | 63,892 | — | — | — | — | | 5/05/2023 | Stock Award | 5/05/2026 | — | — | 14,908 | — | — | — | — | | 7/18/2023 | Stock Award | 2/15/2026 | — | — | — | — | 4,671 | — | — | | Total | | | 256,934 | 69,005 | 142,693 | 37,012 | 30,607 | 21,006 | 25,385 |

  119. Outstanding Equity Awards at Fiscal Year-End 2023

    (2) Outstanding performance share unit awards will fully vest on the following dates:

  120. Outstanding Equity Awards at Fiscal Year-End 2023

    | Grant Date | Type of Stock Award | Vesting Date | Lesar | Wells | Foster | Karuturi | Ryan | Harkel- Rumford | Doyle | | 2/15/2022 | Performance Share Units(a) | 12/31/2024 | 457,338 | 93,691 | — | 59,425 | 45,377 | 35,993 | 80,885 | | 2/15/2023 | Performance Share Units(a) | 12/31/2025 | 492,793 | 195,124 | — | 90,592 | 50,771 | 45,795 | — | | 5/05/2023 | Performance Share Units(a) | 12/31/2025 | — | — | 86,470 | — | — | — | — | | 7/18/2023 | Performance Share Units(a) | 12/31/2025 | — | — | — | — | 27,090 | — | — | | Total | | | 950,131 | 288,815 | 86,470 | 150,017 | 123,238 | 81,788 | 80,885 |

  121. Outstanding Equity Awards at Fiscal Year-End 2023

    (a) Based on 2023 results, the provided amounts reflect maximum achievement for the total shareholder return, maximum achievement for the three-year cumulative Adjusted EPS awards and target achievement for the Carbon Emissions Reduction awards.

  122. Option Exercises and Stock Vested for Fiscal Year 2023

    Option Exercises and Stock Vested for Fiscal Year 2023 The following table indicates the number and value of stock options exercised and stock and performance share unit awards vested during 2023.

  123. Option Exercises and Stock Vested for Fiscal Year 2023

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

  124. Option Exercises and Stock Vested for Fiscal Year 2023

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 63 |

  125. Option Exercises and Stock Vested for Fiscal Year 2023

    For each of the named executive officers, the stock awards and performance share unit awards consist of the following:

  126. Option Exercises and Stock Vested for Fiscal Year 2023

    | | Performance Share Unit Awards for the 2021 – 2023 Performance Cycle(a) | | Stock Awards Granted February 19, 2020 That Vested February 19, 2023 | | Stock Awards Granted July 1, 2020 That Vested July 1, 2023 | | Stock Awards Granted July 28, 2020 That Vested February 19, 2023 | | Stock Awards Granted September 28, 2020 That Vested September 28, 2023 | | Stock Awards Granted February 16, 2022 That Vested December 31, 2023 | | Stock Awards Granted February 15, 2023 That Vested December 31, 2023 | | | Name | Number of Shares (#) | Value Realized on Vesting(b) ($) | Number of Shares (#) | Value Realized on Vesting(c) ($) | Number of Shares (#) | Value Realized on Vesting(d) ($) | Number of Shares (#) | Value Realized on Vesting(e) ($) | Number of Shares (#) | Value Realized on Vesting(f) ($) | Number of Shares (#) | Value Realized on Vesting(g) ($) | Number of Shares (#) | Value Realized on Vesting(h) ($) | | Lesar | 502,845 | 15,432,313 | — | — | 126,587 | 3,946,983 | — | — | — | — | 400,000 | 12,148,000 | 200,000 | 6,074,000 | | Wells | 103,727 | 3,183,382 | — | — | — | — | — | — | 25,631 | 737,404 | — | — | — | — | | Foster | — | — | — | — | — | — | — | — | — | — | — | — | — | — | | Karuturi | 60,192 | 1,847,292 | 1,911 | 60,177 | — | — | 4,713 | 146,339 | — | — | — | — | — | — | | Ryan | 50,532 | 1,550,827 | 9,262 | 291,660 | — | — | — | — | — | — | — | — | — | — | | Harkel-Rumford | 37,280 | 1,144,123 | 1,597 | 50,290 | — | — | 2,605 | 80,885 | — | — | — | — | — | — | | Doyle | 61,773 | 1,895,813 | 9,648 | 296,676 | — | — | — | — | — | — | — | — | — | — |

  127. Pension Benefits

    Pension Benefits Our named executive officers hired or rehired before January 1, 2020 (Messrs. Doyle and Ryan and Mses. Karuturi and Harkel-Rumford) are eligible for pension benefits under a tax-qualified defined benefit pension plan—the CenterPoint Energy Retirement Plan. In addition, our named executive officers who are eligible to accrue benefits under the CenterPoint Energy Retirement Plan are also eligible to accrue benefits under a benefit restoration plan, which is also a defined benefit plan. Participants are fully vested in both plans after three years of service. For all employees hired on or after January 1, 1999 but prior to January 1, 2009 (including Ms. Harkel-Rumford), participants accumulated a retirement benefit based upon a cash balance formula of four percent of base salary and short-term incentive compensation through December 31, 2008. For all employees hired prior to January 1, 1999 (including Mr. Doyle), benefits accrued based on a participant’s years of service, final average pay and covered compensation through December 31, 2008. Beginning January 1, 2009, final average pay formula benefits under the retirement plan were frozen as to any future accruals. The lump sum value of the age-65 annuity for all final average pay formula participants was calculated using an interest conversion rate of 4.52% as of December 31, 2008. This lump sum amount will continue to grow annually with interest, based on the 30-year Treasury rate from the prior November, until commencement of the benefit. The participant’s benefit through December 31, 2008 is the greatest of (i) this lump sum value, (ii) the final average pay benefit and (iii) the cash balance benefit. For periods after December 31, 2008, the retirement benefit is based on a cash balance formula of five percent of base salary and short-term incentive compensation. Benefits that may not be provided under the retirement plan because of Internal Revenue Code annual limits on benefits and compensation are made in a bookkeeping account under the benefit restoration plan. This excess benefit amount is determined based on the final average pay formula and the cash balance formula under the retirement plan, as applicable. To comply with the

  128. Pension Benefits

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 64 |

  129. Pension Benefits

    requirements under Section 409A of the Internal Revenue Code, we established the CenterPoint Energy Benefit Restoration Plan (CNP Benefit Restoration Plan) for excess benefits that accrued or vested after 2004. This plan is subject to Section 409A. Benefits accrued under this plan are generally paid in a lump sum following the participant’s separation from service. All of our named executive officers who are eligible for the Retirement Plan also participate in this plan and will generally receive payments in a lump sum form under this plan. Benefit payments for our named executive officers and other key employees will be delayed for six months to comply with Section 409A of the Internal Revenue Code. The CNP Benefit Restoration Plan does not provide any past service credits or accelerated service benefits. The table below provides information regarding our named executive officers’ accumulated benefits under our retirement and benefit restoration plans.

  130. Pension Benefits

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

  131. Pension Benefits

    (1) The benefits for Mses. Karuturi and Harkel-Rumford and Mr. Ryan are based solely on the cash balance formula under the retirement plan. Interest accrues in the current year at the average annual interest rate for 30-year Treasury Securities as reported daily during the previous November based upon the account balance as of the end of the previous year. The interest rate for the 2023 plan year was 3.99%. Mses. Karuturi and Harkel-Rumford and Mr. Ryan accrued an excess benefit amount under the CNP Benefit Restoration Plan based on the cash balance formula as if the Internal Revenue Code annual benefit and compensation limits did not apply. The present values for Mses. Karuturi and Harkel-Rumford and Mr. Ryan were calculated based on benefits accrued through December 31, 2023 payable at age 65. Account balances are assumed to accumulate interest credits until age 65 at 3.00%. Since this is a cash balance plan, the lump sum payment is equal to the participant’s account balance at retirement. The single life annuity is calculated by dividing the account balance by the present value factor of an immediate single life annuity assuming an interest rate of 4.95% and using the mortality table prescribed by Section 417(e)(3) of the Internal Revenue Code. To calculate the present value of the benefit in the table, mortality assumptions are based on the PRI-2012 Mortality Table projected using Scale MP-2021, and the interest rate for discounting payments back to December 31, 2023 is 4.95%. (2) Through December 31, 2008, Mr. Doyle accrued benefits based on years of service, final average pay and covered compensation, which we refer to as final average pay (FAP) formulas. For Mr. Doyle, final average pay means the highest base salary plus overtime, commissions, and bonuses for the 36 consecutive months out of the 120 consecutive months immediately preceding the earlier of retirement or December 31, 2008. This FAP retirement plan benefit is calculated under the following formula: 1.25% x FAP x Service + [0.65% x (FAP—Social Security Covered Compensation) x Service] In this final average pay formula, the maximum service applicable to the portion of the benefit attributable to FAP in excess of Social Security Covered Compensation is 35 years. The benefit is reduced for early retirement if retirement occurs before age 65. Early retirement subsidies are provided for retirement at age 55 or older. Mr. Doyle also accrued a benefit under the benefit restoration plan based on the applicable FAP formula as if the Internal Revenue Code limits did not apply. Beginning in 2009, Mr. Doyle accrued a benefit under the benefit restoration plan based on the cash balance formula as if the Internal Revenue Code compensation limits did not apply. The present values for Mr. Doyle were calculated based on benefits accrued through December 31, 2023 assuming retirement at the earliest reduced age. The calculation assumes the participant is 30% likely to commence the benefit in the form of a single life annuity and 70% likely to elect a lump sum distribution. The single life annuity is the normal form of benefit under the plan. Mortality assumptions for discounting annuities are based on the PRI-2012 Mortality Table projected using Scale MP-2021 and an interest rate of 4.95%. The lump sum distribution for benefits accrued through December 31, 2008 is calculated as the greater of the cash balance amount and the present value of the accrued benefit commencing at age 65 assuming an interest rate of 4.95% and using the mortality table prescribed by Section 417(e)(3) of the Internal Revenue Code. The interest rate for discounting payments back to December 31, 2023 was 4.95%. These assumptions, where applicable, are the same assumptions disclosed in “Stock Based Incentive Compensation Plans and Employee Benefit Plans” in Note 8 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2023.

  132. Deferred Compensation Plans

    Deferred Compensation Plans Prior to January 1, 2023, our deferred compensation plan permitted eligible key employees to elect voluntarily each year to defer a percentage of up to 90% of salary and/or short-term incentive compensation. The plan was frozen as of January 1, 2023 such that no further compensation may be deferred under the plan after that date. However, interest continues to accrue on prior deferrals at the rate described below. The Company amended the Deferred Compensation Plan as of December 31, 2007, renamed it the 1989 Deferred Compensation Plan and froze the plan to new participants and benefit accruals as of December 31, 2007. Effective January 1, 2008, obligations with respect to deferrals under the 1989 Deferred Compensation Plan after December 31, 2004, along with all associated earnings were transferred to and are paid from the 2005 Deferred Compensation Plan, which was adopted effective as of January 1, 2008, to replace the 1989 Deferred Compensation Plan. References to our deferred compensation plan include both our 2005 Deferred Compensation Plan, which covers amounts subject to Section 409A, as well as our 1989 Deferred Compensation Plan, which covers amounts which are exempt from Section 409A. Under the terms of our deferred compensation plan, interest accrues on deferrals at a rate adjusted annually equal to the average yield during the year of the Moody’s Long-Term Corporate Bond Index plus two percent. Participants in the plan 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 account balance in any year that is at least four years from the year of deferral or, if earlier, the year in which they attain their normal retirement date under the plan (the first day of the month coincident with or next following attainment of age 65); • a lump sum distribution upon termination of employment on or after age 55; or • 15 annual installments commencing upon termination of employment on or after age 55. If a participant terminates employment prior to age 55, a lump sum distribution of his or her deferral amount plus interest, calculated using the Moody’s rate and excluding the additional two percentage points, will be made regardless of his or her form of election. For deferrals under the 2005 Deferred Compensation Plan, if a participant terminates employment on or after age 55, the deferral amount plus interest (including the additional two percent) will be paid in accordance with the participant’s distribution elections, in either a lump sum payment in the January after his or her termination or 15 annual installments commencing upon his or her separation from service. However, benefit payments for our named executive officers and other key employees will not be paid earlier than six months after separation from service (other than by reason of death) to comply with Section 409A of the Internal Revenue Code. For deferrals under the 1989 Deferred Compensation Plan, if a participant terminates employment from and after age 55 but prior to age 60, the deferral amount plus interest (including the additional two percent) will be paid in accordance with the participant’s distribution elections, in either a lump sum payment in the January after his or her separation from service or 15 annual installments commencing upon his or her separation from service. If a participant terminates employment after age 60 under the 1989 Deferred Compensation Plan, the deferral amount plus interest, including the additional two percent, will be paid in accordance with the participant’s distribution elections after he or she reaches age 65. Each of our deferred compensation plans discussed above is a nonqualified, unfunded plan, and the employees are general, unsecured creditors of CenterPoint Energy. No fund or other assets of CenterPoint Energy have been set aside or segregated to pay benefits under any of these plans. Please refer to “Rabbi Trust” under “Potential Payments upon Change in Control or Termination” for information on funding of the plans upon a change in control.

  133. Deferred Compensation Plans

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  134. Nonqualified Deferred Compensation Table

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

  135. Nonqualified Deferred Compensation Table

    | Name | Plan Name | Executive Contributions in 2023 ($) | Registrant Contributions in 2023(1) ($) | Aggregate Earnings in 2023(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2023(3) ($) | | Lesar | CNP Savings Restoration Plan | — | 411,347 | 265,635 | — | 1,306,525 | | Wells | CNP Savings Restoration Plan | — | 134,919 | 51,734 | — | 349,910 | | Foster | CNP Savings Restoration Plan | — | 9,312 | 1,399 | — | 10,710 | | Karuturi | CNP Savings Restoration Plan | — | 62,117 | 37,019 | — | 230,332 | | Ryan | 2005 Deferred Compensation Plan | — | — | 1,004 | — | 14,548 | | | CNP Savings Restoration Plan | — | 54,411 | 42,288 | — | 249,377 | | Harkel-Rumford | CNP Savings Restoration Plan | — | 36,193 | 17,500 | — | 156,057 | | | 1991 Savings Restoration Plan | — | — | 665 | — | 5,928 | | Doyle | 2005 Deferred Compensation Plan | — | — | (34,586) | (511,009) | — | | | CNP Savings Restoration Plan | — | — | 5,024 | (230,805) | — |

  136. Nonqualified Deferred Compensation Table

    (1) The Registrant Contributions in 2023 column for the savings restoration plan include employer contributions that could not be made to the savings plan due to limitations under the Internal Revenue Code. Our contributions to the savings plan and savings restoration plan for the named executive officers are also included in the footnote to the All Other Compensation column of the Summary Compensation Table. (2) For the deferred compensation plans, Aggregate Earnings in 2023 consist of earnings on prior plan deferrals. For Messrs. Doyle and Ryan, who are the only named executive officers with balances under the deferred compensation plans during 2023, the 2023 interest rate for the 2005 Deferred Compensation Plan was 7.41% with interest compounded annually; however, Mr. Doyle forfeited the additional 2% interest for 2023 and as previously credited for prior years because he was not at least 55 years of age when he separated from service. For the savings restoration plans, Aggregate Earnings in 2023 include gains and losses determined based on the participant’s balances as of January 1, 2023 plus any employer contributions credited for that year. The gains and losses are calculated using the annualized rate of return for the participant’s account in the plans based on the investment funds selected by the participant. (3) Mr. Doyle’s account balances were paid in 2023 in connection with his separation. Of the aggregate account balance paid, $38,028 had previously been reported as compensation in the Summary Compensation Table got 2021 and 2022.

  137. Potential Payments upon Change in Control or Termination

    Potential Payments upon Change in Control or Termination Our Board adopted a change in control plan to ensure consistency of officer benefits and to simplify administration, which was effective January 1, 2015, and was subsequently amended and restated, effective May 1, 2017 (the plan). All of our named executive officers are participants in the plan. The change in control plan provides for payments and other benefits in the event a covered termination of employment occurs within three months prior to a change in control (provided that a binding agreement to effect a change in control has been executed as of the termination) or within two years after the completion of a transaction that effects a change in control. A “change in control” will be deemed to occur under the plan if: • any person or group becomes the direct or indirect beneficial owner of 30% or more of our outstanding voting securities, unless these securities are acquired directly from CenterPoint Energy as part of a merger or consolidation and following the merger or consolidation the conditions for an exclusion from a merger or consolidation event described below are met; • the members of our Board on the effective date of the plan, and successors designated as provided in the agreement, cease to constitute a majority of the Board; • approval by the shareholders of (or if there is no such approval, consummation of) a merger or consolidation of, or involving, CenterPoint Energy unless: • more than 70% of the surviving corporation’s outstanding voting securities are owned by former shareholders of CenterPoint Energy, if the transaction involves CenterPoint Energy’s acquisition of another entity, the total fair market value of the consideration plus long-term debt of the business being acquired does not exceed 50% of the total fair market value of CenterPoint Energy’s outstanding voting securities, plus CenterPoint Energy’s consolidated long-term debt,

  138. Potential Payments upon Change in Control or Termination

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  139. Potential Payments upon Change in Control or Termination

    no person is the direct or indirect beneficial owner of 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from the transaction, and • a majority of the members of the board of directors of the parent corporation resulting from the transaction were members of our Board immediately prior to consummation of the transaction; or • approval by the shareholders of (or if there is no such approval, consummation of) a sale or disposition of 70% or more of CenterPoint Energy’s assets unless: • individuals and entities that were beneficial owners of CenterPoint Energy’s outstanding voting securities immediately prior to the asset sale are the direct or indirect beneficial owners of more than 70% of the then outstanding voting securities of CenterPoint Energy (if it continues to exist) and of the entity that acquires the largest portion of the assets (or the entity that owns a majority of the outstanding voting stock of the acquiring entity), and • a majority of the members of our Board (if CenterPoint Energy continues to exist) and of the entity that acquires the largest portion of the assets (or the entity that owns a majority of the outstanding voting stock of the acquiring entity) were members of our Board immediately prior to the asset sale. Under the plan, a covered termination occurs if the officer’s employment is terminated within three months prior to a change in control (provided that a binding agreement to effect a change in control has been executed as of the termination) or within two years after a change in control for reasons other than death, disability (as defined in our long-term disability plan), involuntary termination for cause (as defined), or resignation of the officer unless such resignation is due to “good reason” that is not cured within the cure period under the plan. “Good reason” means any of the following: (a) a failure to maintain the officer in his or her position or a substantially equivalent position; (b) a significant adverse change in the authorities, powers, functions, responsibilities or duties held; (c) a material reduction in the officer’s base salary; (d) a significant reduction in the officer’s qualified, nonqualified and welfare benefits other than a reduction that applies generally to all covered employees; (e) a material reduction in the officer’s overall compensation opportunities under the short-term incentive plan, a long-term incentive plan or other equity plan; (f) a change in the location of the officer’s principal place of employment by more than 50 miles; or (g) a failure to provide directors’ and officers’ liability insurance covering the officer. The plan provides that we would pay our named executive officers experiencing a covered termination of employment a lump sum amount equal to (i) three times, in the case of Messrs. Wells and Lesar (or two times for Mr. Wells prior to his appointment as Chief Executive Officer), and (ii) two times, in the case of Messrs. Foster and Doyle and Mses. Karuturi and Harkel-Rumford, the sum of the officer’s base salary plus short-term incentive award at target, if applicable. For officers who are not age 55 or older with five years of service (which includes Messrs. Lesar, Wells, Foster, Ryan, and Doyle and Mses. Karuturi), the plan also provides for a prorated short-term incentive lump sum payment based on the officer’s annualized base pay as of the date of termination multiplied by his or her short-term incentive target and is prorated based on the number of days he or she was employed during the performance year. In addition, Messrs. Ryan and Doyle and Mses. Karuturi and Harkel-Rumford will be entitled to a benefit equal to two additional years of pay credits under the cash balance formula under the retirement plan, and such additional benefit will be paid in the same time and manner that the officer’s benefit under the benefit restoration plan is paid. The plan provides a similar benefit for officers who are not eligible to participate in the retirement plan. Messrs. Wells and Lesar will be entitled to a benefit equal to three additional years (or two additional years for Mr. Wells prior to his appointment as Chief Executive Officer), and Mr. Foster will be entitled to a benefit equal to two additional years, of employer nonelective contributions under the savings plan, and such additional benefit will be paid in the same time and manner that the officer’s benefit under the savings restoration plan is paid. In addition, the plan provides for welfare benefits for a period of two years, career transition placement services and the reimbursement of legal fees incurred related to the severance. With respect to awards granted under the long-term incentive plan, such awards are not subject to the plan and are governed by the long-term incentive plan and applicable award agreements. Due to Messrs. Lesar and Doyle’s departures from the Company, they are no longer eligible to receive any payments upon a change in control under the plan. Our plan does not include any excise tax gross-up payment provisions. Under our plan, the executive’s total change in control payment is automatically reduced to the minimum extent necessary to prevent triggering the excise tax, but only if the after-tax benefit of the reduced payment exceeds the after-tax benefit if the payment was not reduced. If the payment is not reduced, the officer will be liable for any excise tax due under Section 4999. An officer must sign a waiver and release in connection with any claims relating to the executive’s employment with or separation from the Company prior to receiving any benefits under the plan. The plan provides that for one year following a covered termination, an officer is prohibited from hiring or soliciting any employees to leave our employment or solicit or attempt to solicit the business of any of our customers or acquisition prospects. In addition, for one year following a covered termination, an officer is prohibited, without prior written consent, from engaging in any business or accepting employment with or rendering services to a business that is in competition with us. These non-solicit and non-compete restrictions are limited to a 50-mile radius around any geographical area in which we engage (or have a definite plan to engage) in operations or marketing of products or services at the time of the officer’s covered termination.

  140. Potential Payments upon Change in Control or Termination

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  141. Potential Payments upon Change in Control or Termination

    Change in control provisions in awards under our current long-term incentive plan. Awards granted under the long-term incentive plan are not subject to the plan and are governed by the long-term incentive plan and the applicable award agreements. The different outstanding award types under the long-term incentive plan are treated as follows: Stock Awards. For all outstanding stock awards (other than the buy-out award granted to Mr. Foster), “double trigger” vesting applies, and vesting is accelerated upon a change in control only if the award is not continued, assumed, or substituted or a covered termination of employment occurs. A covered termination of employment occurs for purposes of awards under the long-term incentive plan if the officer’s employment is terminated within two years after the completion of a transaction that effects a change in control for reasons other than death, disability (as defined in our long-term disability plan), involuntary termination for cause (as defined in the award agreement), or resignation of the officer unless such resignation is due to “good reason” that is not cured within the cure period set forth in the award agreement. “Good reason” for this purpose is defined in substantially the same manner as such term is defined in the change in control plan. The buy-out award granted to Mr. Foster do not provide for accelerated vesting upon a change in control but provide for accelerated vesting upon death, disability, termination of employment without cause (as defined in the award agreement). Performance Share Units. For all outstanding performance share units, “double trigger” vesting applies, and vesting is accelerated upon a change in control only if the award is not continued, assumed, or substituted or if a covered termination of employment occurs (as described above for stock awards). Executive Severance Guidelines. We do not maintain individual employee agreements or a separate non-change-in-control severance plan for executives. However, in response to shareholder feedback, the Compensation Committee has adopted executive severance guidelines that set forth appropriate limits on any severance payments made to our named executive officers. The guidelines do not entitle any executive to severance benefits upon termination. The Compensation Committee continues to have discretion to determine the eligibility of a named executive officer for severance benefits and the amounts of any benefits. Under the guidelines, severance payments are to be made only upon a named executive officer’s involuntary termination without cause, and if a cash severance payment is determined to be appropriate, such payment may not exceed, absent compelling reasons, the sum of (i) one and one-half (1.5) times (or in the case of the Chief Executive Officer, two (2) times) annual base salary, with the actual multiplier determined based on relevant factors such as years of service, and (ii) the executive’s target short-term incentive award. An additional amount may also be paid to compensate for any short-term incentive award forfeited due to the executive’s termination. Additional amounts or benefits may also be provided as deemed appropriate to reasonably compensate the executive for the loss of active employee welfare benefits, financial services, or other benefits or for relocation expenses, and reasonable outplacement services may be provided. The guidelines do not apply to payments or benefits payable under any separate benefit plan or agreement, such as awards under our long-term incentive plan. Further, in the event of a covered termination under the change in control plan, the guidelines will not apply, and the change in control plan will govern.

  142. Potential Payments upon Change in Control or Termination

    | 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 |

  143. Potential Payments upon Change in Control or Termination

    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 above.

  144. Potential Payments upon Change in Control or Termination

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  145. Potential Payments upon Change in Control or Termination

    Payments in the event of change in control. The table below presents amounts that would have been payable and the value of the benefits provided under the change in control plan assuming a covered termination of employment occurred on December 31, 2023 following a change of control. The numbers in the table have been rounded to the nearest one thousand dollars.

  146. Potential Payments upon Change in Control or Termination

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

  147. Potential Payments upon Change in Control or Termination

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

  148. Potential Payments upon Change in Control or Termination

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  149. Potential Payments upon Change in Control or Termination

    Company in January 2023, see “Compensation Discussion and Analysis—Executive Summary—Continued Execution of Succession Planning—Streamlined Organizational Structure—January 2023.”

  150. Potential Payments upon Change in Control or Termination

    | Type of Payment | Lesar | Wells | Foster | Karuturi | Ryan | Harkel- Rumford | | Retention amount(1) | $338,000 | — | — | — | — | — | | Short-term Incentive Plan(2) | — | — | — | — | — | $322,000 | | Long-term Incentive Plan:(3) | | | | | | | | Performance Share Units (Unvested) | $7,217,000 | — | — | — | — | $603,000 | | Performance Share Units (Vested)(4) | $8,573,000 | $1,769,000 | — | $1,026,000 | $862,000 | $636,000 | | Stock Awards (Unvested) | $4,934,000 | — | $3,725,000 | — | — | $386,000 | | Stock Awards (Vested) | $17,884,000 | — | — | — | — | — | | Total | $38,946,000 | $1,769,000 | $3,725,000 | $1,026,000 | $862,000 | $1,947,000 |

  151. Potential Payments upon Change in Control or Termination

    (1) Amounts consist of the cash payment payable to Mr. Lesar under his Retention Incentive Agreement upon a termination of employment without cause or a resignation for good reason of any amounts accrued through December 31, 2023 under the Dividend Equivalent Award, which amount vested and was payable as of December 31, 2023 regardless of whether Mr. Lesar terminated employment, as set forth in the Retention Incentive Agreement. The Retention Incentive Agreement also provides for the payment of Mr. Lesar’s expenses to maintain an office and administrative assistant for five years following his termination without cause or resignation for good reason, the value of which is not included in the amount shown as the cost of such expenses will not be known until incurred. (2) Under the terms of our short-term incentive plan, an individual age 55 with five years of service satisfies the retirement provisions under the plan. If the individual terminates employment during the plan year, he or she is eligible for a pro-rata plan distribution at the target level of achievement based on eligible compensation multiplied by his or her short-term incentive target. (3) For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the New York Stock Exchange closing price for CenterPoint Energy common stock on December 29, 2023, which was $28.57. Under the terms of our long-term incentive awards (other than the retention awards granted to Mr. Lesar and any sign-on or buy-out awards), an individual age 55 with five years of service (or, for Mr. Lesar, at least three years of service) satisfies the retirement provisions under the plan and is eligible for a pro rata plan distribution. Such distribution is based on the number of days employed in the performance cycle for performance share units or in the vesting period for stock awards and the actual level of achievement of any applicable performance goals. All amounts above have been calculated assuming the target level of achievement. Amounts shown for stock awards for Mr. Lesar include the retention award of 600,000 restricted stock units granted to Mr. Lesar under his Retention Incentive Agreement that remained outstanding on December 31, 2023, which were fully vested and payable on such date regardless of whether Mr. Lesar terminated employment, as set forth in the award agreements. (4) Amounts shown include PSUs granted in 2021 that vested on December 31, 2023, which were payable regardless of whether the officer terminated employment, as set forth in the award agreements. Upon termination of employment, each named executive officer would also be entitled to receive payment for any fully vested benefits to which he is already entitled, if payable upon termination of employment, or which are required to be provided by law. These benefits could include those earned under CenterPoint Energy’s retirement, benefit restoration, savings, savings restoration, deferred compensation and retiree medical plans, as well as the continuation of health coverage required by COBRA. Payments upon termination due to death. The table below presents information on the value of the benefits payable if a named executive officer had died on December 31, 2023. The numbers in the table have been rounded to the nearest one thousand dollars. The beneficiaries would have been entitled to the following amounts:

  152. Potential Payments upon Change in Control or Termination

    | Type of Payment | Lesar | Wells | Foster | Karuturi | Ryan | Harkel- Rumford | | Retention amount(1) | $338,000 | — | — | — | — | — | | Short-term Incentive Plan(2) | $2,325,000 | $1,127,000 | $560,000 | $560,000 | $357,000 | $322,000 | | Long-term Incentive Plan(3) | | | | | | | | Performance Share Units (Unvested) | $14,585,000 | $4,417,000 | $1,312,000 | $2,298,000 | $1,887,000 | $1,254,000 | | Performance Share Units (Vested)(4) | $8,573,000 | $1,769,000 | — | $1,026,000 | $862,000 | $636,000 | | Stock Awards (Unvested) | $7,719,000 | $2,062,000 | $4,160,000 | $1,108,000 | $914,000 | $630,000 | | Stock Awards (Vested) | $17,884,000 | — | — | — | — | — | | Executive life insurance plan | | | | | | | | Basic life insurance(5) | $50,000 | $50,000 | $50,000 | $50,000 | $50,000 | $50,000 | | Total | $51,474,000 | $9,425,000 | $6,082,000 | $5,042,000 | $4,070,000 | $2,892,000 |

  153. Potential Payments upon Change in Control or Termination

    (1) Amounts consist of the cash payment payable to Mr. Lesar under his Retention Incentive Agreement upon his death of any amounts accrued through December 31, 2023 under the Dividend Equivalent Award, which amount vested and was payable as of December 31, 2023 regardless of Mr. Lesar’s death, as set forth in the Retention Incentive Agreement. Under the terms of our short-term incentive plan, an individual who dies during the plan year is eligible for a pro rata plan distribution at the target level of achievement based on eligible compensation multiplied by his or her short-term incentive target.

  154. Potential Payments upon Change in Control or Termination

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  155. Potential Payments upon Change in Control or Termination

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

  156. Potential Payments upon Change in Control or Termination

    | Type of Payment | Lesar | Wells | Foster | Karuturi | Ryan | Harkel- Rumford | | Retention amount(1) | $338,000 | — | — | — | — | — | | Short-term Incentive Plan(2) | $2,325,000 | $1,127,000 | $560,000 | $560,000 | $357,000 | $322,000 | | Long-term Incentive Plan(3) | | | | | | | | Performance Share Units (Unvested) | $14,585,000 | $4,417,000 | $1,312,000 | $2,298,000 | $1,887,000 | $1,254,000 | | Performance Share Units (Vested)(4) | $8,573,000 | $1,769,000 | — | $1,026,000 | $862,000 | $636,000 | | Stock Awards (Unvested) | $7,719,000 | $2,062,000 | $4,160,000 | $1,108,000 | $914,000 | $630,000 | | Stock Awards (Vested) | $17,884,000 | — | — | — | — | — | | Long-term Disability Per Month(5) | $20,000 | $20,000 | $20,000 | $20,000 | $20,000 | $19,000 | | Total | $51,444,000 | $9,395,000 | $6,052,000 | $5,012,000 | $4,040,000 | $2,861,000 |

  157. Potential Payments upon Change in Control or Termination

    (1) Amounts consist of the cash payment payable to Mr. Lesar under his Retention Incentive Agreement upon his disability of any amounts accrued through December 31, 2023 under the Dividend Equivalent Award, which amount vested and was payable as of December 31, 2023 regardless Mr. Lesar’s disability, as set forth in the Retention Incentive Agreement. (2) Under the terms of our short-term incentive plan, an individual who becomes disabled as defined under our long-term disability plan during the plan year is eligible for a pro rata plan distribution at the target level of achievement based on eligible compensation multiplied by his or her short-term incentive target. (3) For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the New York Stock Exchange closing price for CenterPoint Energy common stock on December 29, 2023 which was $28.57. Under the terms of the long-term incentive awards (other than any sign-on awards), an individual who separates from service due to disability prior to vesting is eligible for a full distribution of the award, based on the target level of achievement of any applicable performance goals. Amounts shown for stock awards for Mr. Lesar include the retention award of 600,000 restricted stock units granted to Mr. Lesar under his Retention Incentive Agreement that remained outstanding on December 31, 2023, which were fully vested and payable on such date regardless of Mr. Lesar’s disability, as set forth in the award agreements. (4) Amounts shown include PSUs granted in 2021 that vested on December 31, 2023, which were payable regardless of the officer’s disability, as set forth in the award agreements. (5) Amounts payable by third party insurance providers. Upon becoming disabled as defined under our long-term disability plan, each named executive officer would also be entitled to receive payment for any fully vested benefits to which he is already entitled, if payable upon disability, or which are required to be provided by law. These benefits could include those earned under CenterPoint Energy’s retirement, benefit restoration, savings, savings restoration, deferred compensation and retiree medical plans, as well as the continuation of health coverage required by COBRA.

  158. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, as adopted pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing information about the relationship between compensation actually paid to our named executive officers and each of the following company performance measures, which, in the company’s assessment, are also the most important financial performance measures used for the most recently completed fiscal year to link compensation actually paid to our named executive officers to company performance:

  159. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Lesar, our Chief Executive Officer for 2023. For 2023, our last completed fiscal year: • the median of the annual total compensation of all employees of CenterPoint Energy, excluding Mr. Lesar, our Chief Executive Officer for 2023, was $115,722 and • the annual total compensation of Mr. Lesar, our Chief Executive Officer for 2023, as reported in the Summary Compensation Table, was $16,204,475. Based on this information, for 2023, the ratio of Mr. Lesar’s annual total compensation to that of our median employee was approximately 140 to 1.

  160. Chief Executive Officer Pay Ratio

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 76 |

  161. Chief Executive Officer Pay Ratio

    To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and Mr. Lesar, our Chief Executive Officer for 2023, we took the following steps: We selected November 1, 2022 as the date to identify our median employee, at which time our employee population consisted of approximately 9,100 individuals located in the United States. This population consisted of our full-time, part-time and temporary employees. The applicable SEC rules require us to identify a “median employee” only once every three years, as long as there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. Because there have been no changes in our employee population or compensation arrangements that we believe would significantly impact our pay ratio disclosure for 2023, we are using the same median employee for our 2023 pay ratio that we used for our 2022 pay ratio, although we have updated the calculation of the total compensation earned by that employee for 2023. • To identify the “median employee” from our employee population in 2022, we compared employees’ trailing twelve months total gross wages (consisting of base salary, short-term and long-term incentives, overtime and other compensation excluding imputed income) from our payroll records. • We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. There has been no change in the median employee’s circumstances that we reasonably believe would result in a significant change in our pay ratio. • Using the median employee identified in 2022, we combined all of the elements of this employee’s compensation for 2023 in accordance with Item 402(c)(2)(x) of Regulation S-K, resulting in total annual compensation of $115,722. With respect to the annual total compensation of Mr. Lesar, our Chief Executive Officer for 2023, we used the amount reported in the “Total” column of our Summary Compensation Table for Fiscal Year 2023. We believe that the above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In addition, because the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  162. Chief Executive Officer Pay Ratio

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 77 |

  163. Chief Executive Officer Pay Ratio

    EQUITY COMPENSATION PLAN INFORMATION The following table sets forth information about CenterPoint Energy’s common stock that may be issued under our existing equity compensation plans as of December 31, 2023.

  164. Chief Executive Officer Pay Ratio

    | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | Equity compensation plans approved by security holders(1) | 7,086,019(2) | $— | 14,473,188(3) | | Equity compensation plans not approved by security holders | — | — | — | | Totals | 7,086,019 | $— | 14,473,188 |

  165. Chief Executive Officer Pay Ratio

    (1) Plans approved by shareholders consist of the 2009 Long-Term Incentive Plan, the 2022 Long-Term Incentive Plan, and the CenterPoint Energy, Inc. Stock Plan for Outside Directors. No future grants may be made under the 2009 Long-Term Incentive Plan. (2) Includes outstanding grants of 5,225,040 performance share units (which includes 1,823,528 shares at actual achievement for the 2021 performance cycle and assumes maximum performance is achieved for performance cycles commencing 2022 and later) and 1,860,979 shares issuable upon settlement of outstanding grants of stock awards. The securities remaining available for issuance may be issued in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance share units and performance stock. The shares remaining available for issuance generally may be used for any of these types of awards, except that the CenterPoint Energy, Inc. Stock Plan for Outside Directors provides only for awards of common stock.

  166. Chief Executive Officer Pay Ratio

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 78 |

  167. Chief Executive Officer Pay Ratio

    REPORT OF THE COMPENSATION COMMITTEE The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in CenterPoint Energy’s proxy statement on Schedule 14A for its 2023 annual meeting, which is incorporated by reference in CenterPoint Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, each as filed with the Securities and Exchange Commission. Theodore F. Pound, Chair Wendy Montoya Cloonan Raquelle W. Lewis Thaddeus J. Malik Ricky A. Raven Barry T. Smitherman

  168. Chief Executive Officer Pay Ratio

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 79 |

  169. Chief Executive Officer Pay Ratio

    REPORT OF THE AUDIT COMMITTEE The Audit Committee assists the Board in fulfilling its responsibility for independent oversight of the quality and integrity of the accounting, auditing and financial reporting practices of CenterPoint Energy and is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit CenterPoint Energy’s financial statements. The Audit Committee is composed of five directors, each of whom is independent as defined by the New York Stock Exchange listing standards. The Audit Committee Charter further describes the committee’s responsibilities and is available at https://investors.centerpointenergy.com/governance. During 2023, the Audit Committee met 7 times, including meetings to discuss the interim financial information contained in each quarterly earnings announcement with management and Deloitte & Touche LLP, CenterPoint Energy’s independent registered public accounting firm (independent auditors), prior to public release. In discharging its oversight responsibility as to the audit process, the Audit Committee (a) obtained from the independent auditors a formal written statement describing all relationships between the independent auditors and CenterPoint Energy that might reasonably be thought to bear on the auditors’ independence consistent with applicable Public Company Accounting Oversight Board (PCAOB) requirements and (b) discussed with the independent auditors any relationships that may impact their objectivity and independence. The Audit Committee also discussed with management and the independent auditors the quality and adequacy of CenterPoint Energy’s internal controls. The Audit Committee reviewed with the independent auditors their audit plans, audit scope and identification of audit risks. The Audit Committee discussed and reviewed with the independent auditors all communications and other matters required to be discussed by generally accepted auditing standards, including those described in PCAOB Auditing Standard No. 16, as amended (Communication with Audit Committees), and discussed and reviewed the results of the independent auditors’ examination of the financial statements. The Audit Committee also discussed the results of the internal audit examinations. Management has the responsibility for the preparation of CenterPoint Energy’s financial statements and for its internal controls and the independent auditors have the responsibility for the examination of those statements and the related audit of internal control over financial reporting. The Audit Committee reviewed and discussed the audited financial statements of CenterPoint Energy as of and for the fiscal year ended December 31, 2023, with management and the independent auditors. The Audit Committee also reviewed and discussed with management and the independent auditors management’s report and the report and attestation of the independent auditors on internal control over financial reporting, based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, in accordance with Section 404 of the Sarbanes-Oxley Act. Based on the above-mentioned review and discussions with management and the independent auditors, the Audit Committee recommended to the Board that CenterPoint Energy’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the Securities and Exchange Commission. The Audit Committee also reappointed, subject to ratification, Deloitte & Touche LLP as CenterPoint Energy’s independent auditors for the fiscal year ending December 31, 2024. Phillip R. Smith, Chair Christopher H. Franklin Thaddeus J. Malik Theodore F. Pound Barry T. Smitherman

  170. Chief Executive Officer Pay Ratio

    | CenterPoint Energy, Inc. 2024 Proxy Statement | 80 |

  171. Chief Executive Officer Pay Ratio

    PRINCIPAL ACCOUNTING FIRM FEES Aggregate fees related to services provided to CenterPoint Energy as a consolidated entity for the fiscal years ended December 31, 2023 and 2022 by CenterPoint Energy’s principal independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, are set forth below.

  172. Chief Executive Officer Pay Ratio

    | | Year Ended December 31, | | | | 2023 | 2022 | | Integrated audit of financial statements and internal control over financial reporting(1) | $5,778,500 | $5,600,000 | | Audit-related fees(2) | 1,634,000 | 1,117,000 | | Total audit and audit-related fees | 7,412,500 | 6,717,000 | | Tax fees | — | — | | All other fees(3) | 2,051 | 2,051 | | Total fees | $7,414,551 | $6,719,051 |

  173. Chief Executive Officer Pay Ratio

    (1) For 2023 and 2022, amounts include fees for services provided by the principal accounting firm relating to the integrated audit for financial statements and internal control over financial reporting, statutory audits and regulatory filings. (2) For 2023 and 2022, amounts include fees for comfort letters, consents and various agreed-upon or expanded procedures related to accounting and/or billing records to comply with financial accounting or regulatory reporting matters. (3) Fees relate to a subscription-based service which provides the Company with access to benchmarking information and Deloitte research tools.