DEF 14A of Centerpoint Energy Inc, Mar 5, 2025

DEF 14A of Centerpoint Energy Inc

Filed Mar 5, 2025 · FY20240001104659-25-020886

Open on EDGAR

  1. Executive Succession Planning

    | Option Exercises and Stock Vested for Fiscal Year 2024 | 64 | | Pension Benefits | 64 | | Savings Plan and Savings Restoration Plans | 66 | | Deferred Compensation Plans | 66 | | Nonqualified Deferred Compensation Table | 67 | | Potential Payments upon Change in Control or Termination | 68 | | Retirements and Severance Arrangements | 72 | | Pay Versus Performance | 73 | | Chief Executive Officer Pay Ratio | 77 | | Equity Compensation Plan Information | 79 | | Report of the Human Capital and Compensation Committee | 80 | | Report of the Audit Committee | 81 | | Principal Accounting Firm Fees | 82 | | Audit Committee Policies and Procedures for Preapproval of Audit and Non-Audit Services | 82 | | Item 2: Ratification of Appointment of The Independent Registered Public Accounting Firm | 83 | | Item 3: Advisory Vote on Executive Compensation | 84 | | Item 4: Approval of Amendment to the CenterPoint Energy, Inc. Stock Plan for Outside Directors | 87 | | General Information | 89 | | Frequently Asked Questions About Voting | 89 | | Other Matters | 90 | | Shareholder Proposals for the 2026 Annual Meeting | 91 | | Director Nominations for the 2026 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 | | Appendix B | B-1 | | Appendix C | C-1 | | Appendix D | D-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 (Governance 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 Managing Partner at Cantu Harden Montoya LLP | 45 | 2021 | | Human Capital and Compensation; Governance (Chair) | | | Barbara J. Duganier Former Managing Director and Global Chief Strategy Officer of the Outsourcing Business at Accenture plc | 66 | Apr. 2024 | | Audit (Chair); Governance | | | Laurie L. Fitch Senior Advisor at PJT Partners | 55 | First Time Nominee | | | | | Christopher H. Franklin Chairman, Chief Executive Officer of Essential Utilities | 59 | 2022 | | Audit; Governance; Safety and Operations (Chair) | | | Raquelle W. Lewis Southeast Texas Director of Communications & Public Information Officer for the Texas Department of Transportation | 54 | 2021 | | Audit; Human Capital and Compensation | | | Thaddeus J. Malik Principal at S2T Solutions and Attorney | 58 | 2023 | | Human Capital and Compensation; Governance; Safety and Operations | | | Manuel B. Miranda Former Executive Vice President of Power Delivery of Florida Power & Light Company | 64 | First Time Nominee | | | | | Theodore F. Pound Private Investor and Attorney | 70 | 2015 | | Human Capital and Compensation (Chair); Governance | | | Dean L. Seavers Senior Advisor at Stifel Financial Corp. | 64 | Dec. 2024 | | Governance; Safety & Operations | | | Phillip R. Smith Independent Chair of the Board of CenterPoint Energy and Chief Financial Officer of Marathon-Sparta Holdings, Inc. | 73 | 2014 | | | | | Jason P. Wells President and Chief Executive Officer of CenterPoint Energy | 47 | Jan. 2024 | | |

  4. Our Director Nominees

    | 2 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  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 | | | | Executive Severance Guidelines | | | | No Excise Tax Gross Up Payments | | | | Stock Ownership Guidelines | | | | Benchmark Pay to Market | | | | Recovery and Recoupment (Clawback) Policies | | | | Anti-Hedging and Anti-Pledging Policy | | | | 100% Independent Human Capital and Compensation Committee | | | | Independent Compensation Consultant |

  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 2026. 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 directors with a range of 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

    | 6 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  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 | B. Duganier | L. Fitch | C. Franklin | R. Lewis | T. Malik | M. Miranda | T. Pound | D. Seavers | P. Smith | J. Wells | | Age (as of March 5, 2025) | 45 | 66 | 55 | 59 | 54 | 58 | 64 | 70 | 64 | 73 | 47 | | CNP Tenure (in years) | 4 | 1 | 0 | 3 | 3 | 1 | 0 | 10 | 1 | 11 | 1 | | Current / Former CEO of Public Company or Large Organization: An understanding of the complexities inherent in running a public company or large organization provides a unique perspective that helps the Board oversee the Company’s management, long-term strategic planning, shareholder value creation, human capital management, risk oversight, governance, and shareholder engagement. | | | | ● | | | | | ● | | ● | | Risk Management: Overseeing risk in a rapidly changing environment is critical. We seek directors with experience managing or overseeing business, financial, environmental, and other risks relevant to 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: To help the Company develop and implement its capital plan and business strategy and continuously improve our operations, we seek directors with experience in operational roles at businesses with capital intensive infrastructure projects that must ensure the safety of employees and the public. | | | | ● | | | ● | | ● | | ● | | 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 through, among other things, participation in local non-profit organizations, schools, and community service. | ● | | | | ● | | | | | | ● | | 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 strong public company governance experience, including serving on other public company boards, are able to help the Board focus on appropriate matters and function effectively in the development and oversight of our long-term plan and implementation of best practices for the Company. | | ● | ● | ● | | ● | | ● | ● | | ● | | Human Capital Management: Building and maintaining a talented and engaged workforce is a critical part of who we are and our long-term strategy. We seek directors who understand key drivers of culture, employee health and safety, organizational health, and talent management and have the knowledge and skills necessary to oversee our workforce development and strategies. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  11. Board Composition Highlights

    | CenterPoint Energy, Inc. 2025 Proxy Statement | 7 |

  12. Board Composition Highlights

    | Skills and Qualifications | W. Cloonan | B. Duganier | L. Fitch | C. Franklin | R. Lewis | T. Malik | M. Miranda | T. Pound | D. Seavers | P. Smith | J. Wells | | Technology and Customer Experience: Our industry is undergoing transformational change as a result of advances in technology and changing customer expectations about products and services. 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 experience in managing or overseeing 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. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Energy Transition: Directors with experience overseeing or advising on energy transition matters will help to ensure that we understand and manage the related risks and opportunities effectively. | | ● | ● | ● | | | | | ● | ● | ● |

  13. Board Composition Highlights

    | 8 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  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 led the Governance 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. 2025 Proxy Statement | 9 |

  16. Board Composition Highlights

    | Wendy Montoya Cloonan Managing Partner at Cantu Harden Montoya LLP | | | Age: 45 Independent Director Since 2021 Committees: • Governance (Chair) • Human Capital and Compensation | Key Qualifications and Skills Leading to Board Nomination • Government, Legal, and Regulatory—As a public law attorney and a Commissioner of the Port Authority 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 capital 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 the port in a constantly evolving environment balancing leading-edge technologies, including billion-dollar improvements in productivity, reliability, and resiliency, with environmental compliance 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 • Managing Partner (2025 – Present) and previously Houston Managing Partner (2023 – 2024) 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 Authority of Houston and Chair Business Equity/Procurement Committee, Community Relations Committee, Governance Committee, Audit Committee, Compensation Committee, Dredge Task Force Committee (2019 – Present) • Vice Chair (2024 – Present) and Board Member (2021 – Present)—Harris County Hospital District Foundation • Secretary (2023 – Present) and Board Member (2021 – Present)—ALMAAHH—Advocates of a Latino Museum of Art & Architecture Houston/Harris County • Board Member—Houston Parks Board (2023 – Present) • Chair (2024 – Present) and Board Member (2023 – Present), Harris County One For All Foundation • Chapter President-Elect (2023 – 2024) and Chapter President (2024 – Present)—Young Men’s (and Mothers) Service League • Board Member—Kinder High School for the Performing & Visual Arts (2024 – Present) 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 • National Association of Corporate Directors (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

    | 10 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  18. Board Composition Highlights

    | Barbara J. Duganier Former Managing Director and Global Chief Strategy Officer of the Outsourcing Business at Accenture plc | | | Age: 66 Independent Director Since Apr. 2024 Committees: • Audit (Chair) • Governance | 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. 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. • Strategic Planning—As a Managing Director at Accenture plc, a leading provider of strategy, consulting, technology, and operations services to companies in various industries, Ms. Duganier has extensive experience in strategic planning. Additionally, Ms. Duganier has served 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. • Cybersecurity and Physical Security—Ms. Duganier has extensive experience serving on public and private company board committees responsible for overseeing cybersecurity matters, including cybersecurity risks. Ms. Duganier therefore brings important experience to the Board’s and Audit Committee’s oversight of cybersecurity matters and their evolving risks. 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 at Arthur Andersen LLP, an accounting firm that provided auditing, tax advising, consulting and other professional services to large public corporations, including as an equity Partner and as the Global Chief Financial Officer of Andersen Worldwide. Other Boards (For Profit and Non-Profit Entities) U.S. Public Company • Texas Pacific Land Corporation (2021 – Present) • MRC Global Inc. (2015 – 2024) • Noble Energy, Inc. (2018 – 2020) • Buckeye Partners, L.P. (2013 – 2019) • HCC Insurance (2015 – 2015) Other Public Company • Arcadis NV (EURONEXT) (2023 – Present) Other • McDermott International (2020 – Present) • Pattern Energy (2021 – Present) • West Monroe Partners (2018 – 2021) • John Carroll University (2019 – Present) • National Association of Corporate Directors (NACD) Texas Tri-Cities Chapter (2015 – 2024) Education and Credentials • B.B.A., John Carroll University • Licensed CPA—Texas • National Association of Corporate Directors (NACD) Directorship Certified® • CERT Certificate: Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute • National Association of Corporate Directors (NACD)—Master Class on Cyber Risk Oversight |

  19. Board Composition Highlights

    | CenterPoint Energy, Inc. 2025 Proxy Statement | 11 |

  20. Board Composition Highlights

    | Laurie L. Fitch Senior Advisor at PJT Partners | | | Age: 55 Independent Director Nominee | Key Qualifications and Skills Leading to Board Nomination • Finance and Accounting—As an institutional equity investor and investment banker, Ms. Fitch has over 25 years of experience focusing on corporate finance, capital markets, debt and equity financing, and financial strategy. Additionally, Ms. Fitch serves as a director on the board of Man Group plc, an active investment management business, and has experience serving on public company and non-profit institution audit committees. The Board believes that this experience will be important to the Board’s oversight of the Company’s plans to make significant capital investments focused on additional system resiliency, reliability, and grid modernization, including the associated financing of such investments. • Utility Industry Experience—Ms. Fitch has vast experience advising companies in the utility industry on strategy, corporate finance, and transactions as an equity investor and investment banker. Further, Ms. Fitch previously served as a non-executive director on the board of EDP, SA, a global integrated utility company. Ms. Fitch’s utility industry experience will provide important insights to the Board as the Board oversees the Company’s continued execution of our ten-year capital plan. • Energy Transition—As a non-executive director on the board of EDP Renováveis, SA, a global renewable energy company that develops, constructs, and operates wind and solar power generation facilities, Ms. Fitch can provide important insights to the Board with respect to overseeing the risks and opportunities associated with transitioning to sources of energy with lower GHG emissions profiles. The Board believes this experience will be beneficial to the Company as the Board oversees the Company’s generation transition. Experience • Senior Advisor (2024 – Present) and former Partner, Strategic Advisory (2016 – 2023) of PJT Partners, a global advisory-focused investment bank • Managing Director, Co-Head Global Industrials Group (2012 – 2016) of Morgan Stanley & Co, a global investment bank and financial services company • Senior Analyst and Partner, International Growth (2006 – 2011) of Artisan Partners LP, an asset management company • Managing Director and Director of International Research (2002 – 2006) of TIAA-CREF, an asset management company • Associate Analyst, Equity Research (1999 – 2002) of Schroder & Co./UBS, global financial services companies • VP, Middle East and Africa Division (1994 – 1999) of The Bank of New York, a global financial services company Other Boards (For Profit and Non-Profit Entities) Public Company • EDP Renováveis, SA (2024 – Present) • Man Group plc (2023 – Present) • EDP, SA (2018 – 2024) • Enquest plc (2018 – 2021) Other • Trustee—The American University in Cairo (2019 – present) • Member—Tate Board of Trustees Audit Subcommittee (UK) (2015 – present) Education and Credentials • M.A., Georgetown University • B.A., American University |

  21. Board Composition Highlights

    | 12 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  22. Board Composition Highlights

    | Christopher H. Franklin Chairman, Chief Executive Officer and President of Essential Utilities | | | Age: 59 Independent Director Since 2022 Committees: • Safety and Operations (Chair) • Audit • Governance | 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) • Independence Blue Cross (2024 – Present) Education and Credentials • B.S., West Chester University • M.B.A., Villanova University |

  23. Board Composition Highlights

    | CenterPoint Energy, Inc. 2025 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: 54 Independent Director Since 2021 Committees: • Audit • Human Capital and Compensation | 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. • 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. • Community Involvement—As a member of multiple non-profit boards and organizations in the Greater Houston area, Ms. Lewis maintains strong ties and engagement with the communities that we serve, which provides valuable insights regarding how the Company’s policies, and short- and long-term plans, impact our communities. 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) • COMTO Houston (2024 – Present) • Success House A Road to Recovery, Inc. (2023 – Present) • South Main Alliance Advisory Council (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 (NACD)—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

    | 14 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  26. Board Composition Highlights

    | Thaddeus J. Malik Principal at S2T Solutions and Attorney | | | Age: 58 Independent Director Since 2023 Committees: • Human Capital and Compensation • Governance • Safety and Operations | 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 to the Board’s oversight of cybersecurity matters 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 $55 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) • President (2024 – Present) and Board member (2014 – 2020; 2023 – Present) of The TimeLine Theater Company 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 • National Association of Corporate Directors (NACD) Directorship Certified® |

  27. Board Composition Highlights

    | CenterPoint Energy, Inc. 2025 Proxy Statement | 15 |

  28. Board Composition Highlights

    | Manuel B. Miranda Former Executive Vice President, Power Delivery of Florida Power & Light Company | | | Age: 64 Independent Director Nominee | Key Qualifications and Skills Leading to Board Nomination • Operations and Safety Experience—As the former Executive Vice President, Power and Delivery at Florida Power & Light Company, Mr. Miranda was responsible for the operations of the business’ transmission, substation, and distribution facilities, including with respect to reliability, customer service, and safety. This experience will be critical to the Board as it oversees the Company’s operations and plans to significantly strengthen resiliency, reliability, and safety pursuant to its ten-year capital plan. • Utility Industry Experience—Mr. Miranda’s more than 40 years of experience in the utility industry, including his role in changing the industry’s approach to hurricane resiliency, introducing the concept of grid hardening, and leading restoration efforts for nearly 50 tropical storms and hurricanes, will provide the Board with critical insight as the it oversees the Company’s short- and long-term plans, including with respect to the continued implementation of our GHRI and SRP. • Human Capital Management—Through his service as the former Executive Vice President, Power and Delivery at Florida Power & Light Company, Mr. Miranda led a workforce of over 6,000 employees and contractors and maintained a strong focus on employee engagement and safety, as well as creating a positive work culture. The Board believes that this experience will be valuable in helping the Board to oversee the Company’s workforce development and strategies. Experience • Held various positions (1982 – 2024) of increasing responsibilities including the positions of Executive Vice President, Power Delivery (2013 – 2024), President, Florida City Gas (2022 – 2023), Vice President of Transmission & Substation (2010 – 2013), and Vice President of Distribution System Performance (2006 – 2010) of Florida Power & Light Co., the largest power utility in Florida and a subsidiary of NextEra Energy, Inc., the largest electric utility company in the United States Other Boards (For Profit and Non-Profit Entities) • Ubicquia, Inc. (2024 – Present) • University of Miami College of Engineering Advisory Board (2012 – Present) • Florida Electric Power Coordinating Group (2021 – 2023) • Florida Reliability Coordinating Council (2019 – 2023) • Southeastern Electric Exchange (2016 – 2023) • Association of Edison Illuminating Companies (2022 – 2023) • Southeastern Electric Reliability Council (2019 – 2022) Education and Credentials • M.B.A., Nova Southeastern University • B.S., University of Miami |

  29. Board Composition Highlights

    | 16 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  30. Board Composition Highlights

    | Theodore F. Pound Private Investor and Attorney | | | Age: 70 Independent Director Since 2015 Committees: • Human Capital and Compensation (Chair) • Governance | 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 guidance regarding Company-specific practices to the newer members of the Company’s Board that support 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 |

  31. Board Composition Highlights

    | CenterPoint Energy, Inc. 2025 Proxy Statement | 17 |

  32. Board Composition Highlights

    | Dean L. Seavers Senior Advisor at Stifel Financial Corp. | | | Age: 64 Independent Director Since 2024 Committees: • Governance • Safety and Operations | Key Qualifications and Skills Leading to Board Nomination • Utility Industry Experience—Mr. Seavers’s extensive utility industry experience 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 other stakeholders. • Operations and Safety Experience—Mr. Seavers previously served as President of National Grid U.S., where he oversaw the day-to-day operations of the business, including its safety and customer satisfaction programs. This experience is important to the Board as it oversees the Company’s operations, including the safe and reliable operation of its facilities for the benefit of the communities it serves and its employees. • Public Company Governance—As a current and former member of the boards of directors of various other public companies, Mr. Seavers provides valuable insights regarding good governance and efficient board management practices, which are critical to the functioning of our Board for the benefit of our stakeholders. Experience • Senior Advisor (2020 – Present) of Stifel Financial Corp., a full-service financial services firm • President (2014 – 2019) of National Grid U.S., a U.S. supplier of consumer energy, as well as Executive Director (2014 – 2019) of National Grid plc, a publicly traded multinational electricity and gas utility company • Chief Executive Officer and President (2012 – 2014) of Red Hawk Fire & Security, a provider of life safety and security solutions • President of Global Services (2010 – 2011) of the Fire & Security business of United Technologies Corporation, an aerospace and defense company • President and Chief Executive Officer (2007 – 2010) of GE Security, a former business unit of General Electric Co. that provided security and life safety solutions Other Boards (For Profit and Non-Profit Entities) Public Company • Albemarle Corp. (2019 – Present) • Ametek Inc. (2022 – Present) • Vine Hill Capital Investment Corp. (2024 – Present) • PG&E Corp. (2020 – 2022) • National Grid plc (2015 – 2020) Other • Asplundh Board of Directors (2022 – Present) • Sciens Building Solutions Board of Directors (2021 – Present) Education and Credentials • B.A., Kent State University • M.B.A., Stanford University |

  33. Board Composition Highlights

    | 18 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  34. Board Composition Highlights

    | Phillip R. Smith Independent Chair of the Board and Chief Financial Officer of Marathon-Sparta Holdings, Inc. | | | Age: 73 Independent Director Since 2014 Committees: • None | 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 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. • Energy Transition—As the Company continues its generation transition plan, Mr. Smith provides valuable insight to the Company from his prior leadership at a wind and solar renewable project developer regarding the risks and opportunities associated with the development of renewable generation. 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 – 2024) • Oilstone Energy Services, Inc. (2014 – 2016) Education and Credentials • B.A., Baylor University • M.B.A., Baylor University • Licensed CPA—Texas |

  35. Board Composition Highlights

    | CenterPoint Energy, Inc. 2025 Proxy Statement | 19 |

  36. Board Composition Highlights

    | Jason P. Wells President and Chief Executive Officer of CenterPoint Energy, Inc. | | | Age: 47 Non-Independent Director Since Jan. 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 a senior 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 of the Company, 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) • Executive Committee and Board, Greater Houston Partnership (2023 – Present) • Bauer College Board of the C.T. Bauer College of Business at the University of Houston (2022 – 2024) 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

    | 20 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  39. Compensation of Directors

    Compensation of Directors The Governance Committee of the Board oversees fee levels and other elements of compensation for CenterPoint Energy’s non-employee directors. The Governance 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 Committee’s independent compensation consultant annually benchmarks and evaluates the competitiveness of CenterPoint Energy’s non-employee director compensation program, including a comparison of the compensation components to that of peer companies. Based on the Governance 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 do not 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 2024, 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 | 137,527 | 170,000 | — | 11,750 | 319,277 | | Earl M. Cummings(5) | 173,723 | 170,000 | — | 25,000 | 368,723 | | Barbara J. Duganier(6) | 98,791 | 170,000 | — | 25,000 | 293,791 | | Christopher H. Franklin | 135,220 | 170,000 | — | 50,000 | 355,220 | | Raquelle W. Lewis | 125,000 | 170,000 | 2,450 | 15,300 | 312,750 | | Thaddeus J. Malik | 125,000 | 170,000 | — | 38,279 | 333,279 | | Martin H. Nesbitt(7) | 39,835 | — | — | — | 39,835 | | Theodore F. Pound | 145,000 | 170,000 | — | — | 315,000 | | Ricky A. Raven | 125,000 | 170,000 | — | 20,000 | 315,000 | | Dean L. Seavers(8) | — | — | — | — | — | | Phillip R. Smith(9) | 286,896 | 170,000 | — | 1,000 | 457,896 | | Barry T. Smitherman(10) | 125,000 | 170,000 | — | 35,125 | 330,125 |

  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). Each non-employee director then in office as of May 1, 2024 received an annual value-based stock award under our Stock Plan for Outside Directors in 2024. Upon the recommendation of the Governance Committee, the Board determined a cash value for each award, as of the grant date, of $170,000, resulting in a stock award of 5,798 shares of common stock for each non-employee director then in office as of May 1, 2024, based on the market price of our common stock on the New York Stock Exchange Composite Tape on that date of $29.32 per share. No stock awards under our Stock Plan for Outside Directors were outstanding at December 31, 2024. (3) In 2024, Ms. Lewis accrued above-market earnings on her deferred compensation account balance of $2,450. (4) Other Compensation represents matching contributions made under the Easy Match Program. See “—Compensation of Directors—Other Compensation.” (5) Mr. Cummings served as Independent Chair of the Board until February 2024. The fees earned or paid in cash reflect a partial year of service as Independent Chair of the Board. (6) Ms. Duganier was elected to the Board effective April 26, 2024. The fees earned or paid in cash reflect a partial year of service. (7) Mr. Nesbitt served on the Board until the 2024 Annual Meeting. The fees earned or paid in cash reflect a partial year of service. (8) Mr. Seavers was appointed to the Board effective December 31, 2024. In connection with his appointment as a member of the Board, the Board made a one-time initial grant under our Stock Plan for Outside Directors to Mr. Seavers on January 2, 2025, with a cash value of $56,357, resulting in a stock award to Mr. Seavers of 1,790 shares of common stock. (9) Mr. Smith was appointed Independent Chair of the Board effective February 2024. The fees earned or paid in cash reflect a partial year of service as Independent Chair of the Board. Mr. Smitherman served on the Board until December 31, 2024.

  44. Director Compensation Table

    | 34 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  45. Director Compensation Table

    STOCK OWNERSHIP

  46. 2024 and 2025 Compensation Highlights

    2022 performance shares vested at 149% of target as a result of the Company ranking in 10th place of the peer group for total shareholder return (TSR) for the three years ended December 31, 2024, exceeding our cumulative non-GAAP Adjusted EPS targets, achieving above target for our cumulative carbon emissions reduction goal for Scope 1 and 2 carbon emissions, and exceeding our cumulative carbon emissions reduction goal for Scope 3 carbon emissions. • Following the 2024 say-on-pay vote results of approximately 93.4% that indicated strong shareholder support, the Human Capital and Compensation Committee generally maintained the overall structure of our executive compensation programs for 2024. • Effective for the 2025 plan year, the Human Capital and Compensation Committee approved certain modifications to our short-term incentive plan to (i) incorporate for executive officers weighted non-financial performance metrics relating to safety, operational excellence, and customer satisfaction (in addition to the non-GAAP Adjusted EPS metric) in recognition of the importance of safe, reliable operations and customer service to our long-term success as an organization and in response to feedback from shareholders and other stakeholders and (ii) consolidate the short-term incentive plan objectives and metrics for non-executive employees and executive officers to strengthen alignment for all Company employees.

  47. 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 primarily 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. | | | Executive Severance Guidelines. The Human Capital and Compensation Committee has adopted executive severance guidelines to 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. | | | 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 Pay 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 (Clawback) 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, regardless of the executive officer’s culpability. In addition, we maintain a broader recoupment policy that applies in certain other situations, including to all employees with respect to any compensation, including time-based long-term incentive awards, if the employee is found to have engaged in wrongdoing in connection with corporate criminal misconduct. | | | Anti-Hedging and Anti-Pledging Policy. As part of our Insider Trading Policy, we have a policy prohibiting all of our employees 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 securities. Additionally, our Insider Trading Policy prohibits our employees and directors from pledging CenterPoint Energy securities as collateral for a loan. | | | 100% Independent Human Capital and Compensation Committee. The Human Capital and Compensation Committee consists entirely of independent directors. | | | Independent Compensation Consultant. The Human Capital and Compensation Committee retains an independent consultant to provide advice on executive compensation matters. |

  48. 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 also subject to discretion of Human Capital and Compensation Committee, including downward modification for alignment with achievement of Company non-financial metrics applicable to non-executive short-term incentive awards (including safety, operational excellence, and customer satisfaction metrics) ✓ Potential payout subject to diversity and inclusion negative-only modifier | | | 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 ✓ Price-to-earnings (P/E) modifier provides for a minimum payout level if the P/E ratio ranks in the top quartile of our 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 greenhouse gas emissions reduction goals ✓ PSUs based on carbon emissions reduction goals account for 5% of the total award | | | | Restricted Stock Units (RSUs) 25% | Three-year graded 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 preceding the applicable vesting date |

  49. 2024 Target Compensation Opportunities for Named Executive Officers

    2024 Target Compensation Opportunities for Named Executive Officers The overall objectives and structure of our ongoing executive compensation program for our named executive officers remained largely unchanged in 2024 as compared to 2023. In connection with Mr. Wells’ appointment as President and Chief Executive Officer, the Human Capital and Compensation Committee and the other independent directors of 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. Additionally, in February 2024, the Human Capital and Compensation Committee reviewed the base salary and short-term and long-term incentive targets for each of our other named executive officers and determined their respective levels to provide each officer a competitive total direct target compensation opportunity as shown below.

  50. 2024 Target Compensation Opportunities for Named Executive Officers

    | Name(1) | 2024 Base Salary | 2024 Short-term Incentive Target (% of Salary) | 2024 Short-term Target Opportunity | 2024 Long-term Incentive Target (% of Salary) | 2024 Long-term Target Opportunity | 2024 Total Direct Target Compensation | | Jason P. Wells | $1,150,000 | 125% | $1,437,500 | 500% | $5,750,000 | $8,337,500 | | Christopher A. Foster | $725,000 | 80% | $580,000 | 260% | $1,885,000 | $3,190,000 | | Monica Karuturi | $725,000 | 80% | $580,000 | 260% | $1,885,000 | $3,190,000 | | Jason M. Ryan | $525,000 | 70% | $367,500 | 200% | $1,050,000 | $1,942,500 | | Lynne Harkel-Rumford | $475,000 | 70% | $332,500 | 200% | $950,000 | $1,757,500 | | Lynnae K. Wilson(2) | $465,000 | 65% | $302,250 | 160% | $744,000 | $1,511,250 |

  51. Base Salary

    Base Salary Base salary is the foundation of total compensation. Base salary recognizes the job being performed and the value of that job in the competitive market. Base salary must be sufficient to attract and retain the executive talent necessary for our continued success and provides an element of compensation that is not at risk to avoid fluctuations in compensation that could distract our executives from the performance of their responsibilities. Adjustments to base salary primarily reflect either changes or responses to changes in market data or increased experience and individual contribution of the employee. The typical date for making these adjustments is on or about April 1 of each year; however, adjustments may occur at other times during the year to recognize new responsibilities or new data regarding the market value of the job being performed. In February 2024, the Human Capital and Compensation Committee reviewed the base salary for each of our named executive officers and determined their respective base salaries in recognition of the scope of their respective roles and to align their base salaries with market benchmarks.

  52. Base Salary

    | NAME(1) | 2024 BASE SALARY | | Jason P. Wells | $1,150,000 (increase of 17% from 2023)(2) | | Christopher A. Foster | $725,000 (increase of 4% from 2023) | | Monica Karuturi | $725,000 (increase of 4% from 2023) | | Jason M. Ryan | $525,000 (increase of 3% from 2023) | | Lynne Harkel-Rumford | $475,000 (increase of 3% from 2023) | | Lynnae K. Wilson(3) | $465,000 |

  53. Base Salary

    Mr. Lesar retired from his role of Chief Executive Officer on January 5, 2024, prior to the Human Capital and Compensation Committee reviewing and approving executive officer compensation for 2024.

  54. Base Salary

    | 42 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  55. Base Salary

    This increase reflects Mr. Well’s appointment to the role of President and Chief Executive Officer on January 5, 2024 as a result of the Board’s continued execution of its executive succession planning. (3) Ms. Wilson departed the Company on July 26, 2024.

  56. 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. The Human Capital and Compensation Committee generally determines each named executive officer’s short-term incentive target based on the competitive market data developed by its independent compensation consultant and recommendations from the Chief Executive Officer for officers other than himself. Each year, the Human Capital and Compensation Committee seeks to identify incentive plan metrics that align with our strategy and with the interests of, and our commitments to, our shareholders and other stakeholders. The Human Capital and 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 Human Capital and 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 2024 year, consistent with 2023 and in line with the 2024 say-on-pay vote results of approximately 93.4% that indicated strong shareholder support, the Human Capital and 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-only modifier for a diversity and inclusion target. The entirety of each individual award is subject to the Human Capital and Compensation Committee’s discretion, consistent with the Company’s philosophy to pay for performance. In determining whether to exercise its discretion, the Human Capital and 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 Human Capital and Compensation Committee may determine to exercise its discretion to reduce the short-term incentive payout to named executive officers to align with the non-executive short-term incentive payouts, which reflect non-financial performance such as safety, operational excellence, and customer satisfaction metrics in addition to a financial target relating to the non-GAAP Adjusted EPS metric. The structure for the 2024 STI Plan is illustrated below. Potential payout subject to the discretion of the Human Capital and Compensation Committee, including downward modification for alignment with achievement of Company non-financial metrics applicable to non-executive short-term incentive awards, and a diversity and inclusion negative-only modifier.

  57. Short-Term Incentive Plan

    | CenterPoint Energy, Inc. 2025 Proxy Statement | 43 |

  58. Short-Term Incentive Plan

    The short-term incentive plan metrics for the 2024 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.

  59. 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.* | | Discretion of Human Capital and Compensation Committee and Negative Modifier | Modifiers | Potential payout is subject to the Human Capital and Compensation Committee’s discretion and a negative-only modifier focused on a diversity of applicants goal that can only reduce the potential payout by a total of 5% (it cannot increase the short-term incentive plan awards). The Human Capital and Compensation Committee, with the support of management, is committed to exercising its discretion to reduce the payout for executive officers, as applicable, to align with the achievement of non-financial metrics applicable to the short-term incentive payout for non-executives (including safety, operational excellence, and customer satisfaction metrics). | The Human Capital and Compensation Committee’s ability to exercise 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. The negative modifier aligns with our commitment to recruit and retain a qualified workforce that is reflective of the communities we serve. |

  60. 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.

  61. Establishing Performance Measures and Target Ranges

    Establishing Performance Measures and Target Ranges The Human Capital and Compensation Committee aims to establish annual performance measures that align with our business strategy and contribute to our long-term shareholder value proposition. The Human Capital and 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 2024 Adjusted EPS target level is based on achieving 8% growth relative to 2023 actual performance, which is in the top quartile for the utility sector.

  62. Individual Short-Term Incentive Plan Awards for 2024 Performance

    Individual Short-Term Incentive Plan Awards for 2024 Performance Based on the approved levels of achievement of the 2024 performance objectives under the short-term incentive plan and an assessment of each individual’s performance by the Human Capital and Compensation Committee, the 2024 short-term incentive awards for our named executive officers, expressed as a percentage of their individual target awards, were as follows:

  63. Individual Short-Term Incentive Plan Awards for 2024 Performance

    | Name(1) | 2024 Short-Term Incentive Achievement (as a Percentage of Target Award) | | Jason P. Wells | 125% | | Christopher A. Foster | 125% | | Monica Karuturi | 125% | | Jason M. Ryan | 125% | | Lynne Harkel-Rumford | 125% |

  64. Individual Short-Term Incentive Plan Awards for 2024 Performance

    (1) Mr. Lesar and Ms. Wilson departed the Company on January 5, 2024 and July 26, 2024, respectively, and were not eligible for, and did not receive payment of, any award under the short-term incentive plan for 2024. Ms. Harkel-Rumford departed from the company on February 3, 2025, prior to payment of the short-term incentive awards for 2024, but was “retirement eligible” and, accordingly, was eligible to receive her award under the short-term incentive plan for 2024 in accordance with the terms of the plan.

  65. 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 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. Our long-term incentive plan awards vest over 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 Human Capital and Compensation Committee approves the grants.

  66. 2024 Long-Term Incentive Plan Design

    2024 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 Human Capital and Compensation Committee also reviews the allocation of the long-term incentive opportunity between performance share units and restricted stock unit awards. The Human Capital and Compensation Committee approved for our executive officers an allocation between performance share units and restricted stock unit awards of 75% and 25%, respectively, for 2024. Performance Share Unit (PSU) Awards (75% of Award Value) Our 2024 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 Human Capital and Compensation Committee will not approve a distribution for the award, except in the case of an award based on the

  67. 2024 Long-Term Incentive Plan Design

    | CenterPoint Energy, Inc. 2025 Proxy Statement | 45 |

  68. 2024 Long-Term Incentive Plan Design

    TSR metric when the price-to-earnings (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 Adjusted EPS performance and carbon emissions reduction objectives, and the maximum payout opportunity is 200% of target for all three performance metrics. In the 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. 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. * 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. No payout is earned below Threshold performance except in the case of awards based on the TSR performance objective when the P/E modifier applies as described. **** 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. 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. Notwithstanding the above, if the Company’s P/E ratio ranks in the top quartile of our peer group, a P/E modifier is triggered, which provides for a minimum 75% payout level for the award regardless of the level of TSR performance achieved. 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 Human Capital and Compensation Committee established a cumulative Adjusted EPS target as a performance objective for long-term incentive awards made in 2024. 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.”

  69. 2024 Long-Term Incentive Plan Design

    | 46 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  70. 2024 Long-Term Incentive Plan Design

    Carbon Emissions Reduction (5% of Award Value) The Human Capital and 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 for Scope 1 and 2 carbon emissions (4% award value) and a 3-year cumulative carbon emissions reduction goal for Scope 3 carbon emissions (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 carbon emissions objective, maximum achievement (200% of target) requires CenterPoint Energy to achieve at least a 65% reduction in Scope 1 and 2 combined carbon emissions compared to 2021 levels, and no shares would vest if the Company achieves reduction of less than 10% of combined Scope 1 and 2 carbon emissions compared to 2021 levels. For 3-year cumulative carbon emissions reduction under our Scope 3 carbon emissions objective, maximum achievement (200% of target) requires CenterPoint Energy to achieve at least a 6% reduction in Scope 3 carbon emissions compared to 2021 levels, and no shares would vest if the Company achieves reductions in Scope 3 carbon emissions of less than 3.5% compared to 2021 levels. For information regarding how we define Scope 1, 2 and 3 carbon 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. Our 2024 RSUs (excluding any sign-on awards) are subject to a three-year graded vesting schedule with one-third of the underlying units vesting on each of the first three anniversaries of the grant date, subject to continued employment and CenterPoint Energy achieving positive operating income for the last full calendar year preceding the applicable vesting date.*

  71. 2024 Long-Term Incentive Awards for Named Executive Officers

    2024 Long-Term Incentive Awards for Named Executive Officers On February 15, 2024, the Human Capital and Compensation Committee authorized awards as shown in the table below. The individual long-term incentive targets were authorized by the Human Capital and Compensation Committee following the Human Capital and Compensation Committee’s review of market data provided by its independent 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 2024 through 2026. Vesting of stock awards is subject to a three-year graded vesting schedule with one-third of the underlying units vesting on each of the first three anniversaries of the grant date and requires continuous service through the applicable vesting date and achievement of positive operating income for the last full calendar year preceding the applicable vesting date.

  72. 2024 Long-Term Incentive Awards for Named Executive Officers

    | Description | Wells | Foster | Karuturi | Ryan | Harkel-Rumford | Wilson | | Base Salary | $1,150,000 | $725,000 | $725,000 | $525,000 | $475,000 | $465,000 | | Long-term incentive target | 500% | 260% | 260% | 200% | 200% | 160% | | Long-term incentive compensation at target | $5,750,000 | $1,885,000 | $1,885,000 | $1,050,000 | $950,000 | $744,000 | | Performance share unit portion (75%) | $4,312,500 | $1,413,750 | $1,413,750 | $787,500 | $712,500 | $558,000 | | Stock award portion (25%) | $1,437,500 | $471,250 | $471,250 | $262,500 | $237,500 | $186,000 |

  73. 2024 Long-Term Incentive Awards for Named Executive Officers

    Mr. Lesar retired from the Company on January 5, 2024, and, therefore, was not eligible for, and did not receive a grant of, any award under the long-term incentive plan for 2024. Ms. Wilson’s 2024 awards, along with the rest of her outstanding long-term incentive awards, were forfeited upon her departure from the Company in accordance with their terms. 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 that are vested are paid in cash when the shares are delivered. Dividend equivalents are not paid with respect to unearned and unvested shares. RSUs granted prior to 2024 (excluding any sign-on or buy-out awards) vested under a three-year cliff vesting schedule, subject to continued employment and CenterPoint Energy achieving positive operating income for the last full calendar year of the vesting period.

  74. 2024 Long-Term Incentive Awards for Named Executive Officers

    | CenterPoint Energy, Inc. 2025 Proxy Statement | 47 |

  75. 2022 – 2024 PSU Award Vesting

    2022 – 2024 PSU Award Vesting The calculated payout for the 2022 – 2024 PSU awards was 149% of target based on the Company’s three-year relative TSR performance, three-year cumulative non-GAAP Adjusted EPS and three-year cumulative carbon emissions reduction performance. The Company exceeded the target for cumulative non-GAAP Adjusted EPS, as well as cumulative carbon emissions reduction under Scopes 1, 2 and 3, and met the target for relative TSR during the performance period.

  76. 2022 – 2024 PSU Award Vesting

    | 2022 – 2024 PSU AWARD GOALS | AWARD DETERMINATION ($ in millions) | | | WEIGHTING | ACHIEVEMENT | | | TSR Performance | Threshold (33%) 14th Position | Target (100%) 10th Position | Maximum (200%) 3rdrd Position | 35% | 10th Position | 100% | | Cumulative non-GAAP Adjusted EPS | Threshold (50%) $4.37 | Target (100%) $4.45 | Maximum (200%) $4.49 | 35% | $4.50 | 200% | | Cumulative Carbon Reduction Scope 1 & 2 | Threshold (50%) 10% Scope 1 and 2 carbon emissions reduction vs. 2021 | Target (100%) 46% Scope 1 and 2 carbon emissions reduction vs. 2021 | Maximum (200%) 65% Scope 1 and 2 carbon emissions reduction vs. 2021 | 4% | 50% | 121% | | Cumulative Carbon Reduction Scope 3 | Threshold (50%) 3.5% Scope 3 carbon emissions reduction vs. 2021 | Target (100%) 4% Scope 3 carbon emissions reduction vs. 2021 | Maximum (200%) 6% Scope 3 carbon emissions reduction vs. 2021 | 1% | 15% | 200% |

  77. 2022 – 2024 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.

  78. 2024 Supplemental Awards

    2024 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 Human Capital and 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 Human Capital and 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. In 2024, the Board approved a cash bonus of $100,000 to Ms. Karuturi for leading the successful negotiation and execution of a sales agreement for the Company’s Louisiana and Mississippi gas LDC businesses.

  79. Short-Term Incentive Plan

    Short-Term Incentive Plan The Human Capital and Compensation Committee approved certain modifications to the short-term incentive plan for our named executive officers for 2025. To strengthen alignment for all Company employees, including executive officers, towards the Company’s performance and success, the Human Capital and Compensation Committee approved the consolidation of the non-executive employee and executive officer short-term incentive plan objectives and metrics starting with the 2025 performance year. Additionally, in recognition of the importance of safe, reliable operations and customer service to our long-term success as an organization and in response to feedback from shareholders and other stakeholders regarding the link between executive pay and the Company’s operational performance and customer service, our 2025 short-term incentive plan performance goals incorporate weighted non-financial metrics in addition to the non-GAAP Adjusted EPS metric. Non-GAAP Adjusted EPS represents 70% of our 2025 short-term incentive metrics and non-financial metrics relating to safety, operational excellence, and customer satisfaction represent the remaining 30%. The entirety of each individual award remains subject to the Human Capital and Compensation Committee’s discretion, consistent with the Company’s philosophy to pay for performance. In determining whether to exercise its discretion, the Human Capital and 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. The Committee believes that the

  80. Short-Term Incentive Plan

    | 48 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  81. Short-Term Incentive Plan

    updated 2025 short-term incentive program will continue to drive appropriate behaviors for our management team and lead to the long-term success of the organization. The structure of the 2025 short-term incentive plan metrics is illustrated below. The short-term incentive plan metrics for the 2025 performance year, along with the description of each metric and its critical linkage to our strategy and value creation, are provided in the table below.

  82. Short-Term Incentive Plan

    | PERFORMANCE OBJECTIVES | WEIGHTING | DESCRIPTION | STRATEGY ALIGNMENT | | Safety Composite | 10% | This objective is focused on meeting certain safety goals, including in relation to identifying high-energy sources at worksites, as well as identifying and implementing certain safety action items. | The Safety Composite objective aligns with our commitment to maintaining a safe work environment and delivering electricity and natural gas safely to the communities that we serve. | | Operational Excellence Composite | 10% | This objective is focused on meeting certain operational goals, including in relation to our response to emergency events and driving electric system reliability. | The Operational Excellence Composite objective aligns with our commitment to providing resilient and reliable energy for the benefit of our customers and other stakeholders. | | Customer Satisfaction | 10% | This objective is focused on customer satisfaction across various categories, including in relation to our communications and safety/power quality and reliability. | The Customer Satisfaction objective aligns with our commitment to exceeding customer expectations and promptly resolving customer issues. | | Adjusted EPS | 70% | 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.* | | Discretion of Human Capital and Compensation Committee | Modifier | Potential payout is subject to the Human Capital and Compensation Committee’s discretion. | The Human Capital and Compensation Committee’s ability to exercise its discretion aligns with our philosophy to pay for performance. |

  83. 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. The Human Capital and Compensation Committee believes that these modifications to the short-term incentive plan will help further our strategy and align with the interests of, and our commitments to, our shareholders, customers, and other stakeholders.

  84. Short-Term Incentive Plan

    | CenterPoint Energy, Inc. 2025 Proxy Statement | 49 |

  85. Long-Term Incentive Plan Awards

    Long-Term Incentive Plan Awards For 2025, the Human Capital and Compensation Committee approved an allocation between performance share units and restricted stock unit awards of 70% and 30%, respectively, for our named executive officers, which aligns with common practices in our peer group. Additionally, for 2025, the Human Capital and Compensation Committee approved certain modifications to the long-term performance goals under our PSU awards. Our 2025 PSU awards will be made in two separate grants, with the payout opportunity for each grant based on a different performance objective. Like our 2024 PSU awards, 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 cumulative non-GAAP Adjusted EPS goal over the three-year performance cycle. Based on our shareholder engagement and our internal strategy, these two metrics were identified as important indicators of our Company’s performance. Like our 2024 PSU awards, if actual achievement for the performance objective under an award does not meet at least the threshold level, the Human Capital and Compensation Committee will not approve a distribution for the award, except in the case of an award based on the TSR metric when the price-to-earnings (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 Adjusted EPS performance objective, and the maximum payout opportunity is 200% of target for both performance metrics. In the 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. The P/E modifier is used to incentivize achievement of a peer leading P/E ratio, reflective of the Company’s position as a premium utility. 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.

  86. Long-Term Incentive Plan Awards

    | 50 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  87. Long-Term Incentive Plan Awards

    Adjusted EPS goal at each level represents 8.5% annual growth in 2025 and 8% annual growth in 2026 and 2027, based on 2024 (Maximum), 8% annual growth in 2025 and 6% annual growth in 2026 and 2027, based on 2024 (Target) and 7% annual growth in 2025 and 5.5% annual growth in 2026 and 2027, based on 2024 (Threshold). *** Linear interpolation between award levels. No payout is earned below Threshold performance except in the case of awards based on the TSR performance objective when the P/E modifier applies as described. **** 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.

  88. Role of Management

    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 Human Capital and 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 Human Capital and 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 Human Capital and 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.

  89. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant To assist in carrying out its responsibilities, the Human Capital and Compensation Committee retains an independent compensation consultant to provide independent advice on executive compensation and to perform specific tasks as requested by the Human Capital and Compensation Committee. The Human Capital and 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 utility and energy services industries. The independent compensation consultant reports directly to the Human Capital and Compensation Committee, which preapproves the scope of work and the fees charged. The Human Capital and Compensation Committee or the Governance Committee may direct the independent compensation consultant to perform additional analyses or research related to compensation issues. The Human Capital and 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 Human Capital and Compensation Committee reviewed information provided by its independent 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 Human Capital and Compensation Committee’s advisor (i.e., the employees of the compensation consultant that work on the CenterPoint Energy team) with a member of the Human Capital and Compensation Committee; • any stock of CenterPoint Energy owned by the Human Capital and Compensation Committee’s advisor or the advisor’s immediate family members; and • any business or personal relationship of the Human Capital and 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 Committee of the type detailed above, with respect to director compensation, the Human Capital and Compensation Committee noted that Meridian provided no other services to CenterPoint Energy.

  90. Our 2024 Peer Group

    Our 2024 Peer Group In making decisions about executive pay programs and levels, the Human Capital and 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 relatively the same from 2023 to 2024. Upon Meridian’s recommendation, the Human Capital and Compensation Committee approved the replacement of Pinnacle West Capital Corporation with PPL Corporation based on key

  91. Our 2024 Peer Group

    | 52 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  92. Our 2024 Peer Group

    financial metrics and size. This group of companies was identical to the group of companies used for measuring our relative total shareholder return under our 2024 long-term incentive compensation awards. For 2024, the peer group for proxy statement data consisted of the following 18 publicly traded utility companies:

  93. Our 2024 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. | PPL Corp. | | 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. |

  94. Our 2024 Peer Group

    This peer group had median revenues and assets comparable to CenterPoint Energy in September 2023 when the Human Capital and Compensation Committee approved the 2024 peer group.

  95. Our 2024 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 | | |

  96. Our 2024 Peer Group

    Meridian reviewed the peer group in 2024 and recommended removing Avangrid, Inc. following its acquisition and adding OGE Energy Corp. based on the selection criteria described above for the Company’s 2025 peer group. The Human Capital and Compensation Committee evaluated and approved this peer group change.

  97. Benefits

    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. We also acquired, and continue to maintain, a deferred compensation plan in connection with the Vectren merger. Prior to 2020, Ms. Wilson was eligible to participate in this plan. Beginning with 2020, none of our named executive officers are eligible to participate in, or defer further compensation under, the Vectren plan. For further information and a description of the plans, see “Executive Compensation Tables—Deferred Compensation Plans.” The above-market portion of the 2024 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.

  98. 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 Human Capital and Compensation Committee has adopted executive severance guidelines to 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 Human Capital and 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.”

  99. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Human Capital and Compensation Committee has historically granted such awards on a predetermined annual schedule. In 2024, we did not grant new awards of stock options, stock appreciation rights, or similar option-like instruments to our named executive officers.

  100. Tax Considerations

    Tax Considerations Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation in excess of $1 million for any covered employee. The covered employees subject to this limitation include any individual who serves as our chief executive officer, chief financial officer, or one of our other three most highly compensated executive officers in 2017 or any subsequent calendar year, and, except for certain grandfathered arrangements, there is no exception for qualified performance-based compensation. The Human Capital and 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 Human Capital and 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.”

  101. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024

  102. Summary Compensation Table for Fiscal Year 2024

    | 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) ($) | Total ($) | | Jason P. Wells President and Chief Executive Officer | 2024 | 1,140,846 | — | 5,749,999 | — | 1,796,875 | — | 543,446 | 9,231,166 | | | 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 | | Christopher A. Foster Executive Vice President and Chief Financial Officer | 2024 | 718,269 | — | 1,884,987 | — | 725,000 | — | 245,915 | 3,574,172 | | | 2023 | 433,461 | — | 5,720,028 | — | 980,000 | — | 690,273 | 7,823,763 | | Monica Karuturi Executive Vice President and General Counsel | 2024 | 718,270 | 100,000 | 1,884,987 | — | 725,000 | 42,968 | 189,449 | 3,660,674 | | | 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 | | Jason M. Ryan Executive Vice President, Regulatory Services & Government Affairs | 2024 | 520,962 | — | 1,050,002 | — | 459,375 | 37,755 | 172,881 | 2,240,975 | | | 2023 | 505,962 | 200,000 | 1,570,014 | — | 624,750 | 58,652 | 99,211 | 3,058,589 | | Lynne Harkel-Rumford Former Executive Vice President and Chief Human Resources Officer | 2024 | 470,962 | — | 949,977 | — | 415,625 | 27,460 | 195,664 | 2,059,688 | | | 2023 | 455,961 | — | 920,013 | — | 563,500 | 91,185 | 80,993 | 2,111,652 | | David J. Lesar Former Chief Executive Officer | 2024 | 230,768 | — | — | — | — | — | 130,030 | 360,798 | | | 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 | 13,943,974 | | Lynnae K. Wilson(7) Former Senior Vice President, Electric Business | 2024 | 326,827 | — | 743,990 | — | — | (3,354) | 1,030,800 | 2,098,263 |

  103. Summary Compensation Table for Fiscal Year 2024

    (1) 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. For 2024, amounts for Ms. Karuturi include a cash bonus of $100,000. 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. 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, 2024. 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 2024 table and the accompanying footnotes.

  104. Summary Compensation Table for Fiscal Year 2024

    | CenterPoint Energy, Inc. 2025 Proxy Statement | 57 |

  105. Summary Compensation Table for Fiscal Year 2024

    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:

  106. Summary Compensation Table for Fiscal Year 2024

    | Name | Year | Maximum Value of Stock Awards ($) | | Wells | 2024 | 10,062,491 | | | 2023 | 6,859,940 | | | 2022 | 3,040,614 | | Foster | 2024 | 3,298,721 | | | 2023 | 7,085,065 | | Karuturi | 2024 | 3,298,721 | | | 2023 | 3,184,958 | | | 2022 | 1,928,524 | | Ryan | 2024 | 1,837,497 | | | 2023 | 2,747,511 | | Harkel-Rumford | 2024 | 1,662,446 | | | 2023 | 1,610,015 | | Lesar | 2024 | — | | | 2023 | 17,325,068 | | | 2022 | 14,842,178 | | Wilson(a) | 2024 | 1,301,975 |

  107. Summary Compensation Table for Fiscal Year 2024

    (a) Ms. Wilson’s stock awards granted in 2024 were forfeited upon her departure from the Company. (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 2024 short-term incentive awards, refer to the Grants of Plan-Based Awards for Fiscal Year 2024 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. (5) The two components of the 2024 Change in Pension Value and Nonqualified Deferred Compensation Earnings are as follows:

  108. Summary Compensation Table for Fiscal Year 2024

    | Name | Change in Pension Value(a) ($) | Above Market Earnings on Nonqualified Deferred Compensation(b) ($) | Total ($) | | Wells | — | — | — | | Foster | — | — | — | | Karuturi | 42,968 | — | 42,968 | | Ryan | 37,467 | 288 | 37,755 | | Harkel-Rumford | 27,460 | — | 27,460 | | Lesar | — | — | — | | Wilson | (3,608) | 254 | (3,354) |

  109. Summary Compensation Table for Fiscal Year 2024

    (a) The Change in Pension Value is the increase or decrease in the present value of accumulated benefits under our retirement plans and the related benefit restoration plans from December 31, 2023 to December 31, 2024. 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, 2024 assumed a discount rate of 5.60% and lump sum conversion interest rate of 5.60% for benefits paid in all future years. 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. 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.

  110. Summary Compensation Table for Fiscal Year 2024

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  111. Summary Compensation Table for Fiscal Year 2024

    The following table sets forth the elements of All Other Compensation for 2024:

  112. Summary Compensation Table for Fiscal Year 2024

    | 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) ($) | Total All Other Compensation ($) | | Wells | 213,267 | — | 31,050 | 249,129 | — | — | 50,000 | 543,446 | | Foster | 93,063 | 8 | 31,050 | 121,794 | — | — | — | 245,915 | | Karuturi | 68,553 | — | 20,700 | 87,196 | — | — | 13,000 | 189,449 | | Ryan | 62,608 | — | 20,700 | 48,043 | — | — | 41,530 | 172,881 | | Harkel-Rumford | 74,502 | — | 20,700 | 41,368 | — | — | 59,095 | 195,664 | | Lesar | 59,261 | — | 20,769 | — | — | — | 50,000 | 130,030 | | Wilson | — | — | 31,050 | — | — | 999,750 | — | 1,030,800 |

  113. Summary Compensation Table for Fiscal Year 2024

    (a) For Messrs. Wells and Lesar, this amount includes the incremental cost to the Company attributable to security-related services provided to Messrs. Wells and Lesar during 2024, in accordance with security risk assessments conducted by independent security consultants, including the use of a car and security personnel, such as a security driver. Additionally, for Messrs. Wells, Foster, and Ryan and Mses. Karuturi and Harkel-Rumford, this amount includes incremental cost to the Company attributable to providing temporary security personnel at their personal residences in response to certain heightened security threats. These security-related services were provided to mitigate risk to the Company by supporting the safety, health, and well-being of our Chief Executive Officer and other named executive officers. The Company considers costs for security-related services to be business expenses rather than personal benefits to our named executive officers; 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 certain security personnel, including a security driver but excluding temporary security personnel provided at personal residences, includes the actual incremental cost of expenses incurred by such security personnel, but does not include the fixed costs associated with such personnel. The incremental cost of providing temporary security personnel at personal residences includes the amounts invoiced to CenterPoint Energy for the hourly rate of the security personnel for Mr. Wells of $76,032 and for each of Messrs. Foster and Ryan and Mses. Karuturi and Harkel-Rumford of $62,208. For Mr. Wells, due, in part, to efficiency and personal safety considerations as well as security risk considerations identified in a security risk assessment related to Mr. Wells conducted by an independent security consultant, this amount includes the incremental cost to the Company for personal travel on aircraft owned by the 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. For Messrs. Wells, Foster, and Lesar, due, in part, to efficiency and personal safety considerations as well as security risk considerations, this amount includes incremental costs to the Company for personal travel on aircraft provided by a third-party aircraft charter 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, Foster, and Lesar of $111,891, $14,440, and $42,594, 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, Wells, Foster, and Ms. Harkel-Rumford, the amount includes financial planning services of $15,000, $16,000, $16,000, and $10,406, respectively. Ms. Wilson did not receive perquisites valued in excess of $10,000 during 2024. (b) For Mr. Foster, this amount reflects cash compensation provided to offset estimated taxes on the value of reward points received through participation in the Company’s volunteer rewards program that is generally available to all employees. (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 the Company’s termination of Ms. Wilson’s employment on July 26, 2024, Ms. Wilson entered into a separation and release agreement with the Company under which she received a lump sum cash payment of $999,750. (f) These amounts represent CenterPoint Energy Foundation, Inc.’s charitable contribution to non-profit organizations to match personal qualified contributions under the Easy Match Program. The program provides for matching on a dollar-for-dollar basis up to an annual maximum match of $25,000 ($50,000 for Messrs. Lesar & Wells), and in 2024, as part of the Company’s celebration of Giving Tuesday, the program additionally provided for matching from December 2 to December 6 on a two-to-one dollar basis that did not count against the annual maximum match. All of Ms. Wilson’s non-equity and equity incentive plan awards granted during 2024 were forfeited upon her departure from the Company in accordance with their terms.

  114. Summary Compensation Table for Fiscal Year 2024

    | CenterPoint Energy, Inc. 2025 Proxy Statement | 59 |

  115. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table presents the non-equity and equity incentive plan-based awards granted during 2024. 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 $27.87 for the February 15, 2024 grants.

  116. Grants of Plan-Based Awards for Fiscal Year 2024

    | | 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 ($) | Threshold: Number of Shares (#) | Target: Number of Shares (#) | Maximum: Number of Shares (#) | All Other Stock Awards: # of Shares of Stock or Units | Grant Date Fair Value of Stock Awards ($) | | Jason P. Wells | | 1,078,125 | 1,796,875 | 2,875,000 | | | | | | | | 2/15/2024 | | | | | | | 51,579 | 1,437,507 | | | 2/15/2024 | | | | 23,830 | 72,210 | 144,420 | | 2,012,493 | | | 2/15/2024 | | | | 36,105 | 72,210 | 144,420 | | 2,012,493 | | | 2/15/2024 | | | | 5,158 | 10,316 | 20,632 | | 287,507 | | Christopher A. Foster | | 435,000 | 725,000 | 1,160,000 | | | | | | | | 2/15/2024 | | | | | | | 16,909 | 471,254 | | | 2/15/2024 | | | | 7,812 | 23,672 | 47,344 | | 659,739 | | | 2/15/2024 | | | | 11,836 | 23,672 | 47,344 | | 659,739 | | | 2/15/2024 | | | | 1,691 | 3,382 | 6,764 | | 94,256 | | Monica Karuturi | | 435,000 | 725,000 | 1,160,000 | | | | | | | | 2/15/2024 | | | | | | | 16,909 | 471,254 | | | 2/15/2024 | | | | 7,812 | 23,672 | 47,344 | | 659,739 | | | 2/15/2024 | | | | 11,836 | 23,672 | 47,344 | | 659,739 | | | 2/15/2024 | | | | 1,691 | 3,382 | 6,764 | | 94,256 | | Jason M. Ryan | | 275,625 | 459,375 | 735,000 | | | | | | | | 2/15/2024 | | | | | | | 9,419 | 262,508 | | | 2/15/2024 | | | | 4,352 | 13,186 | 26,372 | | 367,494 | | | 2/15/2024 | | | | 6,593 | 13,186 | 26,372 | | 367,494 | | | 2/15/2024 | | | | 942 | 1,884 | 3,768 | | 52,507 | | Lynne Harkel-Rumford | | 249,375 | 415,625 | 665,000 | | | | | | | | 2/15/2024 | | | | | | | 8,522 | 237,508 | | | 2/15/2024 | | | | 3,937 | 11,930 | 23,860 | | 332,489 | | | 2/15/2024 | | | | 5,965 | 11,930 | 23,860 | | 332,489 | | | 2/15/2024 | | | | 852 | 1,704 | 3,408 | | 47,490 | | Lynnae K. Wilson(3) | | 226,688 | 377,813 | 604,500 | | | | | | | | 2/15/2024 | | | | | | | 6,674 | 186,004 | | | 2/15/2024 | | | | 3,084 | 9,343 | 18,686 | | 260,389 | | | 2/15/2024 | | | | 4,672 | 9,343 | 18,686 | | 260,389 | | | 2/15/2024 | | | | 668 | 1,335 | 2,670 | | 37,206 |

  117. Grants of Plan-Based Awards for Fiscal Year 2024

    | 60 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  118. Grants of Plan-Based Awards for Fiscal Year 2024

    There were no other equity awards granted to the named executive officers during the year. Mr. Lesar departed from the Company on January 5, 2024 and did not receive any grants of non-equity or equity incentive plan awards during 2024. The estimated payouts under non-equity incentive plan awards are based on the terms of our 2024 short-term incentive plan. Based on the goals adopted in 2024, the maximum payout amount (as shown in the Maximum column) is 200% of target for our named executive officers. Actual amounts paid in 2025 for 2024 performance are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Any amount awarded by the Human Capital and 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. 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 2024 table for the vesting date of each of these awards. (3) All of Ms. Wilson’s non-equity and equity incentive plan awards granted during 2024 were forfeited upon her departure from the Company in accordance with their terms.

  119. Additional Information Regarding Our Equity Incentive Plan Awards

    Additional Information Regarding Our Equity Incentive Plan Awards For outstanding performance share unit awards and stock awards granted prior to February 2024 (other than any sign-on or buy-out awards), “retirement eligible” participants (age 55 or greater with at least five years of service or, for Mr. Lesar, at least three years of service) who terminate employment for any reason (other than by the Company for cause or due to death or disability) will receive a payment under the award, if any, based on the actual achievement of the applicable performance objective at the end of the performance or vesting period with any such amount pro-rated for the period of their employment during the performance or vesting period, as applicable. Upon termination for cause, no benefits are payable under the award agreements. Subject to Human Capital and Compensation Committee approval, a named executive officer who is “retirement eligible” will also vest in amounts that would otherwise be forfeited upon retirement due to the proration described above (“Enhanced Retirement”), if: • the award was granted prior to the year of termination of employment; • the sum of the retirement eligible executive’s service and age is 65 or greater; • the retirement eligible executive provides reasonable advanced written notice of his or her retirement, as determined by the Human Capital and Compensation Committee; and • the retirement eligible executive submits a transition plan. Any such Enhanced Retirement vesting for our named executive officers will be at the sole discretion of the Human Capital and Compensation Committee. Moreover, the Human Capital and Compensation Committee may elect to approve such vesting for any named executive officer who does not otherwise meet one or more of the requirements described above if it is determined to be in the best interests of the Company. For awards granted beginning February 2024, the Human Capital and Compensation Committee simplified the above retirement provisions. For such awards (other than any sign-on or buy-out awards), a named executive officer is eligible for the retirement provisions under the awards if the executive terminates employment for any reason (other than by the Company for cause or due to death or disability) and: • the executive is at least age 55 and the sum of the participant’s service and age is 65 or greater; • the executive provides reasonable advanced written notice of his or her retirement, as determined by the Human Capital and Compensation Committee; • the executive submits a transition plan accepted and approved by the Company; and • the Human Capital and Compensation Committee approves, in its sole discretion, the executive’s retirement under the award. A named executive officer 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 executive’s termination of employment, payment of the award is subject to proration based on the period of the executive’s employment during the performance or vesting period, as applicable. Moreover, the Human Capital and 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 Human Capital and 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 forfeit upon retirement. All outstanding awards also include restrictive covenants that are beneficial to the Company by requiring forfeiture of unpaid awards and return of paid awards upon breach of confidentiality, non-solicitation and non-competition obligations. The awards (other than sign-on awards) also provide for full vesting upon the participant’s death or termination of employment due to disability (as defined under our long-term disability plan). For performance share units, such vesting is at the target level of achievement. Finally, all outstanding awards (other than buy-out awards) also provide for pro-rata vesting upon the “sale of a subsidiary,” defined as a change in the ownership of a subsidiary, or a substantial portion of the assets of a subsidiary, of the Company, if the participant is performing services for the subsidiary at the time and ceases employment with the Company upon and in connection with the sale. Such pro-rata vesting is based on the number of days employed in the performance cycle and the target level of achievement for performance share units and on the number of days employed in the vesting period for stock awards.

  120. Additional Information Regarding Our Equity Incentive Plan Awards

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  121. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table provides information regarding the outstanding equity awards held by our named executive officers as of December 31, 2024. The closing price of our common stock on the NYSE on December 31, 2024 was $31.73.

  122. Outstanding Equity Awards at Fiscal Year-End 2024

    | | 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 ($) | | Wells | — | — | — | — | — | 101,375 | 3,216,629 | 326,591 | 10,362,732 | | Foster | — | — | — | — | — | 95,709 | 3,036,847 | 124,136 | 3,938,835 | | Karuturi | — | — | — | — | — | 42,774 | 1,357,219 | 127,263 | 4,038,055 | | Ryan | — | — | — | — | — | 30,668 | 973,096 | 91,675 | 2,908,848 | | Harkel-Rumford | — | — | — | — | — | 22,624 | 717,860 | 64,242 | 2,038,399 | | Lesar | — | — | — | — | — | 163,815 | 5,197,850 | 373,843 | 11,862,038 | | Wilson(3) | — | — | — | — | — | — | — | — | — |

  123. Outstanding Equity Awards at Fiscal Year-End 2024

    (1) Outstanding stock awards vest on the following dates:

  124. Outstanding Equity Awards at Fiscal Year-End 2024

    | Grant Date | Type of Stock Award | Vesting Date | Wells | Foster | Karuturi | Ryan | Harkel-Rumford | Lesar | | 2/15/2022 | Stock Award | 2/15/2025 | 16,154 | — | 10,245 | 7,824 | 6,206 | 78,851 | | 2/15/2023 | Stock Award | 2/15/2026 | 33,642 | — | 15,620 | 8,754 | 7,896 | 84,964 | | 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 | — | — | | 2/15/2024 | Stock Award | 2/15/2025 | 17,193 | 5,637 | 5,637 | 3,140 | 2,841 | — | | 2/15/2024 | Stock Award | 2/15/2026 | 17,193 | 5,636 | 5,636 | 3,140 | 2,841 | — | | 2/15/2024 | Stock Award | 2/15/2027 | 17,193 | 5,636 | 5,636 | 3,139 | 2,840 | — | | Total | | | 101,375 | 95,709 | 42,774 | 30,668 | 22,624 | 163,815 |

  125. Outstanding Equity Awards at Fiscal Year-End 2024

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

  126. Outstanding Equity Awards at Fiscal Year-End 2024

    | Grant Date | Type of Stock Award | Vesting Date | Wells | Foster | Karuturi | Ryan | Harkel- Rumford | Lesar | | 2/15/2023 | Performance Share Units(a) | 12/31/2025 | 148,025 | — | 68,725 | 38,516 | 34,741 | 373,843 | | 5/05/2023 | Performance Share Units(a) | 12/31/2025 | — | 65,598 | — | — | — | — | | 7/18/2023 | Performance Share Units(a) | 12/31/2025 | — | — | — | 20,551 | — | — | | 2/15/2024 | Performance Share Units(b) | 12/31/2026 | 178,566 | 58,538 | 58,538 | 32,608 | 29,501 | — | | Total | | | 326,591 | 124,136 | 127,263 | 91,675 | 64,242 | 373,843 |

  127. Outstanding Equity Awards at Fiscal Year-End 2024

    (a) Based on 2024 results, the provided amounts reflect target 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. Based on 2024 results, the provided amounts reflect threshold 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.

  128. Outstanding Equity Awards at Fiscal Year-End 2024

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  129. Outstanding Equity Awards at Fiscal Year-End 2024

    All of Ms. Wilson’s outstanding long-term incentive awards were forfeited upon her departure from the Company in accordance with their terms.

  130. Option Exercises and Stock Vested for Fiscal Year 2024

    Option Exercises and Stock Vested for Fiscal Year 2024 The following table indicates the number and value of stock options exercised and stock and performance share unit awards vested during 2024.

  131. Option Exercises and Stock Vested for Fiscal Year 2024

    | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Wells | — | — | 91,481 | 3,036,354 | | Foster | — | — | 63,893 | 1,931,485 | | Karuturi | — | — | 56,987 | 1,894,655 | | Ryan | — | — | 44,362 | 1,472,255 | | Harkel-Rumford | — | — | 34,669 | 1,152,167 | | Lesar | — | — | 445,900 | 14,801,895 | | Wilson | — | — | 2,893 | 87,108 |

  132. Option Exercises and Stock Vested for Fiscal Year 2024

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

  133. Option Exercises and Stock Vested for Fiscal Year 2024

    | | Performance Share Unit Awards for the 2022 – 2024 Performance Cycle(a) | | Stock Awards Granted February 18, 2021 That Vested February 18, 2024 | | Stock Awards Granted May 5, 2023 That Vested May 5, 2024 | | | 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) ($) | | Wells | 72,272 | 2,457,971 | 19,209 | 578,383 | — | — | | Foster | — | — | — | — | 63,893 | 1,931,485 | | Karuturi | 45,840 | 1,559,018 | 11,147 | 335,636 | — | — | | Ryan | 35,004 | 1,190,486 | 9,358 | 281,769 | — | — | | Harkel-Rumford | 27,765 | 944,288 | 6,904 | 207,879 | — | — | | Lesar | 352,781 | 11,998,082 | 93,119 | 2,803,813 | — | — | | Wilson | — | — | 2,893 | 87,108 | — | — |

  134. Option Exercises and Stock Vested for Fiscal Year 2024

    (a) A participant is vested in the right to receive performance share units under the award agreements as of December 31, 2024 (the end of the performance cycle). However, pursuant to the terms of the awards, the actual number of shares to be awarded to the participant is not known until the Human Capital and Compensation Committee determines the applicable achievement levels of the underlying goals within 60 days after the end of the performance cycle. Accordingly, the awards are valued for compensation purposes after the Human Capital and Compensation Committee completes its determination and the procedures to verify the financial information used in determining the applicable achievement levels have been completed. After completion of this process, the actual transfer of the stock is made to participants. (b) Value Realized on Vesting for the performance share unit awards was determined using the closing market price of our common stock $31.73 on the NYSE on December 31, 2024, together with a dividend equivalent amount equal to the dividends accrued during the performance period $2.28 per share on our shares of common stock. The number of performance share units vested was determined based on an overall achievement level of 149%. (c) Value Realized on Vesting for the stock awards was determined using the closing market price of our common stock $27.79 on the NYSE on February 20, 2024, together with dividend equivalents per share during the vesting period of $2.32. (d) Value Realized on Vesting for the stock awards was determined using the closing market price of our common stock $29.45 on the NYSE on May 3, 2024, together with dividend equivalents per share during the vesting period of $0.78.

  135. Pension Benefits

    Pension Benefits Our named executive officers hired or rehired before January 1, 2020 (Mr. 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 (CNP 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

  136. Pension Benefits

    | 64 | CenterPoint Energy, Inc. 2025 Proxy Statement |

  137. Pension Benefits

    are fully vested in both plans after three years of service. Participants hired on or after January 1, 1999 but prior to January 1, 2009 (including Ms. Harkel-Rumford) 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 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. In connection with the Vectren merger, we also acquired, and continue to maintain, a tax-qualified defined benefit pension plan that provides pension benefits for certain eligible employees who were employed by Vectren and its affiliates at the time of the merger (including Ms. Wilson)—the Vectren Corporation Combined Non-Bargaining Retirement Plan (Vectren Retirement Plan). Prior to January 1, 2020, Ms. Wilson accrued a retirement benefit under the plan based on a cash balance formula of 2.5 percent of base salary and short-term incentive compensation, plus an additional $310 annual credit. The plan was frozen as of January 1, 2020 for participants accruing benefits solely under a cash balance formula (including Ms. Wilson) such that no further benefits, except interest credits, accrue after that date. All of our named executive officers who are eligible for benefits under our tax-qualified retirement plans are also eligible for benefits under a benefits restoration plan. Benefits that may not be provided under the retirement plans because of Internal Revenue Code annual limits on benefits and compensation are made in a bookkeeping account under a benefit restoration plan. The excess benefit amounts are determined based on the benefit formula under the applicable retirement plan. To comply with the requirements under Section 409A of the Internal Revenue Code, we established the CenterPoint Energy Benefit Restoration Plan (CNP Benefit Restoration Plan) for excess benefits related to the CenterPoint Energy Retirement Plan that accrued or vested after 2004. We also acquired, and continue to maintain, the Vectren Corporation Nonqualified Defined Benefit Restoration Plan (the Vectren Restoration Plan) in connection with the Vectren merger, under which Ms. Wilson accrued excess benefits related to the Vectren Retirement Plan. The restoration plans are subject to Section 409A of the Internal Revenue Code. Our named executive officers who are eligible for the plans will generally receive payments in a lump sum form under the applicable plan following separation from service. 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 restoration plans do 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.

  138. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments during 2024 ($) | | Cash Balance Formula(1) | | | | | | Karuturi | CNP Retirement Plan | 10.4 | 106,892 | — | | | CNP Benefit Restoration Plan | 10.4 | 150,617 | — | | Ryan | CNP Retirement Plan | 15.1 | 165,760 | — | | | CNP Benefit Restoration Plan | 15.1 | 141,761 | — | | Harkel-Rumford | CNP Retirement Plan | 25.5 | 430,494 | — | | | CNP Benefit Restoration Plan | 25.5 | 165,471 | — | | Wilson | Vectren Retirement Plan | 21.6 | 78,714 | — | | | Vectren Restoration Plan | 21.6 | 5,305 | — |

  139. Pension Benefits

    (1) The benefits for Mses. Karuturi and Harkel-Rumford and Mr. Ryan are based solely on the cash balance formula under the CNP 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 2024 plan year was 4.66%. 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, 2024 payable at age 65. Account balances are assumed to accumulate interest credits until age 65 at 3.00%. Since these are cash balance benefits, 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 5.60% 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, 2024 is 5.60%. The benefit for Ms. Wilson is based solely on a cash balance formula under the Vectren Retirement Plan and was frozen, except with respect to interest credits, as of January 1, 2020. Interest accrues in the current year at a rate equal to the greater of (1) the average of the annual yields for 10-year United States Treasury Constant Maturities for the previous October and (2) 4.15%. The interest rate for the 2024 plan year was 4.80%. Ms. Wilson accrued an excess benefit amount under the Vectren Restoration Plan based on the cash balance formula as if the Internal Revenue Code annual benefit and compensation limits did not apply.

  140. Pension Benefits

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  141. Pension Benefits

    The present values for Ms. Wilson were calculated based on benefits accrued through December 31, 2024 payable at age 65. Account balances are assumed to accumulate interest credits until age 65 at 4.15%. Since this is a cash balance benefit, 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 5.60% 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, 2024 is 5.60%.

  142. 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.

  143. Nonqualified Deferred Compensation Table

    | Name | Plan Name | Executive Contributions in 2024 ($) | Registrant Contributions in 2024(1) ($) | Aggregate Earnings in 2024(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2024 ($) | | Wells | CNP Savings Restoration Plan | — | 249,129 | 76,078 | — | 675,116 | | Foster | CNP Savings Restoration Plan | — | 121,794 | 14,045 | — | 146,550 | | Karuturi | CNP Savings Restoration Plan | — | 87,196 | 43,597 | — | 361,125 | | Ryan | CNP Deferred Compensation Plan | — | — | 1,083 | — | 15,630 | | | CNP Savings Restoration Plan | — | 48,043 | 56,361 | — | 353,781 | | Harkel-Rumford | CNP Savings Restoration Plan | — | 41,368 | 16,840 | — | 214,265 | | | 1991 Savings Restoration Plan | — | — | 506 | — | 6,434 | | Lesar | CNP Savings Restoration Plan | — | — | — | (1,338,796) | — | | Wilson | CNP Savings Restoration Plan | — | — | — | — | 98,116 | | | Vectren Deferred Compensation Plan | — | — | 254 | — | 9,113 |

  144. Nonqualified Deferred Compensation Table

    (1) The Registrant Contributions in 2024 column for the savings restoration plan include employer contributions that could not be made to the tax-qualified 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 2024 consist of earnings on prior plan deferrals. For Mr. Ryan, the 2024 interest rate for the CNP Deferred Compensation Plan was 7.44% with interest compounded annually. For Ms. Wilson, 2024 earnings for the Vectren Deferred Compensation Plan include gains and losses calculated using the annualized rate of return for her account based on the investment funds she selected for the deemed investment of her account. For the savings restoration plans, Aggregate Earnings in 2024 include gains and losses determined based on the participant’s balances as of January 1, 2024 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.

  145. Nonqualified Deferred Compensation Table

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  146. 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, • 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 for payment to 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 Ryan and Mses. Karuturi, Harkel-Rumford, and Wilson, the sum of the officer’s base salary plus short-term incentive award at target, if applicable. For officers who are not age 55 or older with five years of service (which includes all our named executive officers except Ms. Harkel-Rumford), 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, Mr. Ryan 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.

  147. Potential Payments upon Change in Control or Termination

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  148. Potential Payments upon Change in Control or Termination

    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 and Ms. Wilson 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 Mr. Lesar and Mses. Harkel-Rumford’s and Wilson’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 of the Internal Revenue Code. 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. 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 does not provide for accelerated vesting upon a change in control but provides for accelerated vesting upon death, disability, or 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 Human Capital and Compensation Committee has adopted executive severance guidelines to 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 Human Capital and 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

  149. Potential Payments upon Change in Control or Termination

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  150. Potential Payments upon Change in Control or Termination

    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.

  151. 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 |

  152. Potential Payments upon Change in Control or Termination

    (1) The executive severance guidelines also permit the payment of certain other compensation and benefits, as appropriate, in addition to the cash severance payment, as described above. Retirement. Under the terms of our long-term incentive award agreements, our executive officers are eligible for pro-rata or full vesting of such awards, subject to achievement of any applicable performance goals, in connection with their retirements, if certain conditions are met, as discussed above in “Additional Information Regarding Our Equity Incentive Plan Awards” above. Further, under the terms of our short-term incentive plan, if an executive officer satisfies the retirement provisions under the plan and terminates employment during the plan year, he or she is eligible for a pro-rata payment at target level of achievement. None of our named executive officers who are currently employed by the Company have satisfied the applicable retirement eligibility requirements at this time. 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, 2024 following a change of control. The numbers in the table have been rounded to the nearest one thousand dollars.

  153. Potential Payments upon Change in Control or Termination

    | Type of Payment(1) | Wells | Foster | Karuturi | Ryan | | Severance amount | $7,763,000 | $2,610,000 | $2,610,000 | $1,785,000 | | Short-term Incentive Plan | $1,438,000 | $580,000 | $580,000 | $368,000 | | Long-term Incentive Plan:(2) | | | | | | Performance Share Units (Unvested) | $8,397,000 | $3,140,000 | $3,211,000 | $2,261,000 | | Performance Share Units (Vested)(3) | $1,648,000 | — | $1,045,000 | $798,000 | | Stock awards (Unvested) | $3,348,000 | $3,160,000 | $1,419,000 | $1,018,000 | | Stock awards (Vested) | — | — | — | — | | Benefit restoration plan(4) | — | — | $409,000 | $326,000 | | Savings restoration plan(5) | $280,000 | $109,000 | — | — | | Health and welfare benefits | $30,000 | $46,000 | $46,000 | $24,000 | | Outplacement | $8,000 | $8,000 | $8,000 | $8,000 | | Total benefit and payment | $22,912,000 | $9,653,000 | $9,328,000 | $6,588,000 |

  154. Potential Payments upon Change in Control or Termination

    (1) Mr. Lesar and Mses. Wilson and Harkel-Rumford have been omitted from this table as they departed the Company on January 5, 2024, July 26, 2024, and February 3, 2025, respectively. For information regarding payments to Mr. Lesar and Mses. Wilson and Harkel-Rumford in connection with their respective departures, see “— Retirements and Severance Arrangements” below. (2) For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the NYSE closing price for CenterPoint Energy common stock on December 31, 2024, which was $31.73. 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 the target level of achievement of any applicable performance goals. Amounts shown for the long-term incentive plan in this table include amounts in the “Payments upon termination of employment” table below. (3) Amounts shown include PSUs granted in 2022 that vested on December 31, 2024, and were payable regardless of whether the officer terminated employment or whether a change in control occurred, as set forth in the award agreements. (4) 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 Ms. Karuturi. (5) Amounts shown consist of a benefit equal to an additional three years of employer nonelective contributions under the savings plan for Mr. Wells and two years for Mr. 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 or she 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).

  155. Potential Payments upon Change in Control or Termination

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  156. Potential Payments upon Change in Control or Termination

    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, 2024. The numbers in the table have been rounded to the nearest one thousand dollars.

  157. Potential Payments upon Change in Control or Termination

    | Type of Payment(1) | Wells | Foster | Karuturi | Ryan | | Short-term Incentive Plan | — | — | — | — | | Long-term Incentive Plan:(2) | | | | | | Performance Share Units (Unvested) | — | — | — | — | | Performance Share Units (Vested)(3) | $1,648,000 | — | $1,045,000 | $798,000 | | Stock Awards (Unvested) | — | $2,116,000 | — | — | | Stock Awards (Vested) | — | — | — | — | | Total | $1,648,000 | $2,116,000 | $1,045,000 | $798,000 |

  158. Potential Payments upon Change in Control or Termination

    (1) Mr. Lesar and Mses. Wilson and Harkel-Rumford have been omitted from this table as they departed the Company on January 5, 2024, July 26, 2024, and February 3, 2025, respectively. For information regarding payments to Mr. Lesar and Mses. Wilson and Harkel-Rumford in connection with their respective departures, see “— Retirements and Severance Arrangements” below. (2) For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the NYSE closing price for CenterPoint Energy common stock on December 31, 2024, which was $31.73. All amounts shown have been calculated assuming the target level of achievement. (3) Amounts shown include PSUs granted in 2022 that vested on December 31, 2024, and 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 or she 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, 2024. The numbers in the table have been rounded to the nearest one thousand dollars. The beneficiaries would have been entitled to the following amounts:

  159. Potential Payments upon Change in Control or Termination

    | Type of Payment(1) | Wells | Foster | Karuturi | Ryan | | Short-term Incentive Plan(2) | $1,438,000 | $580,000 | $580,000 | $368,000 | | Long-term Incentive Plan(3) | | | | | | Performance Share Units (Unvested) | $8,397,000 | $3,140,000 | $3,211,000 | $2,261,000 | | Performance Share Units (Vested)(4) | $1,648,000 | — | $1,045,000 | $798,000 | | Stock Awards (Unvested) | $3,348,000 | $3,160,000 | $1,419,000 | $1,018,000 | | Stock Awards (Vested) | — | — | — | — | | Executive life insurance plan | — | — | — | — | | Basic life insurance(5) | $50,000 | $50,000 | $50,000 | $50,000 | | Total | $14,881,000 | $6,930,000 | $6,305,000 | $4,495,000 |

  160. Potential Payments upon Change in Control or Termination

    (1) Mr. Lesar and Mses. Wilson and Harkel-Rumford have been omitted from this table as they departed the Company on January 5, 2024, July 26, 2024, and February 3, 2025, respectively. For information regarding payments to Mr. Lesar and Mses. Wilson and Harkel-Rumford in connection with their respective departures, see “— Retirements and Severance Arrangements” below. (2) Under the terms of our short-term incentive plan, a participant who dies during the plan year is eligible for a pro rata plan distribution at the target level of achievement. (3) For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the NYSE closing price for CenterPoint Energy common stock on December 31, 2024, which was $31.73. 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. (4) Amounts shown include PSUs granted in 2022 that vested on December 31, 2024, and 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.

  161. Potential Payments upon Change in Control or Termination

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  162. Potential Payments upon Change in Control or Termination

    Payments upon disability. If a named executive officer becomes disabled as defined under our long-term disability plan on December 31, 2024, 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.

  163. Potential Payments upon Change in Control or Termination

    | Type of Payment(1) | Wells | Foster | Karuturi | Ryan | | Short-term Incentive Plan(2) | $1,438,000 | $580,000 | $580,000 | $368,000 | | Long-term Incentive Plan(3) | | | | | | Performance Share Units (Unvested) | $8,397,000 | $3,140,000 | $3,211,000 | $2,261,000 | | Performance Share Units (Vested)(4) | $1,648,000 | — | $1,045,000 | $798,000 | | Stock Awards (Unvested) | $3,348,000 | $3,160,000 | $1,419,000 | $1,018,000 | | Stock Awards (Vested) | — | — | — | — | | Long-term Disability Per Month(5) | $20,000 | $20,000 | $20,000 | $20,000 | | Total | $14,851,000 | $6,900,000 | $6,275,000 | $4,465,000 |

  164. Potential Payments upon Change in Control or Termination

    (1) Mr. Lesar and Mses. Wilson and Harkel-Rumford have been omitted from this table as they departed the Company on January 5, 2024, July 26, 2024, and February 3, 2025, respectively. For information regarding payments to Mr. Lesar and Mses. Wilson and Harkel-Rumford in connection with their respective departures, see “— Retirements and Severance Arrangements” below. (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. (3) For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the NYSE closing price for CenterPoint Energy common stock on December 31, 2024, which was $31.73. 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. (4) Amounts shown include PSUs granted in 2022 that vested on December 31, 2024, 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 or she 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.

  165. 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:

  166. 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 our Chief Executive Officer for 2024. The annual total compensation for our Chief Executive Officer for 2024 was determined by calculating the sum of the compensation provided to each of Mr. Lesar and Mr. Wells for the period during which each served as our Chief Executive Officer in 2024. Mr. Lesar served as our Chief Executive Officer until January 5, 2024, and Mr. Wells has served as our Chief Executive Officer since January 5, 2024. For 2024, our last completed fiscal year: • the median of the annual total compensation of all employees of CenterPoint Energy, excluding the compensation for Messrs. Lesar and Wells for serving as our Chief Executive Officer in 2024, was $121,266 and the annual total compensation of our Chief Executive Officer for 2024, determined by calculating the sum of the compensation provided to each of Mr. Lesar and Mr. Wells for the period during which each served as our Chief Executive Officer in 2024, as reported in the Summary Compensation Table, was $9,591,964.

  167. Chief Executive Officer Pay Ratio

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  168. Chief Executive Officer Pay Ratio

    Based on this information, for 2024, the ratio of our Chief Executive Officer’s annual total compensation to that of our median employee was approximately 79 to 1. 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 our Chief Executive Officer for 2024, 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 2024, we are using the same median employee for our 2024 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 2024. • 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 2024 in accordance with Item 402(c)(2)(x) of Regulation S-K, resulting in total annual compensation of $121,266. With respect to the annual total compensation of our Chief Executive Officer for 2024, we used the sum of the compensation provided to each of Mr. Lesar and Mr. Wells for the period during which each served as our Chief Executive Officer in 2024. 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.

  169. Chief Executive Officer Pay Ratio

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