DEF 14A of Centerpoint Energy Inc, Mar 4, 2026

DEF 14A of Centerpoint Energy Inc

Filed Mar 4, 2026 · FY20250001104659-26-023457

Open on EDGAR

  1. Jason P. Wells Chair of the Board, President, and Chief Executive Officer

    | Option Exercises and Stock Vested for Fiscal Year 2025 | 70 | | Pension Benefits | 70 | | Savings Plan and Savings Restoration Plan | 71 | | Deferred Compensation Plan | 71 | | Nonqualified Deferred Compensation Table | 72 | | Potential Payments upon Change in Control or Termination | 73 | | Rabbi Trust | 76 | | Pay Versus Performance | 77 | | Chief Executive Officer Pay Ratio | 81 | | Equity Compensation Plan Information | 82 | | Report of the Human Capital and Compensation Committee | 83 | | Report of the Audit Committee | 84 | | Principal Accounting Firm Fees | 85 | | Audit Committee Policies and Procedures for Preapproval of Audit and Non-Audit Services | 85 | | Item 2: Ratification of Appointment of the Independent Registered Public Accounting Firm | 86 | | Item 3: Advisory Vote on Executive Compensation | 87 | | Item 4: Approval of CenterPoint Energy’s Amended and Restated Certificate of Formation to Provide for Limited Officer Exculpation and Make Certain Other Immaterial Updates | 90 | | General Information | 92 | | Frequently Asked Questions About Voting | 92 | | Other Matters | 94 | | Shareholder Proposals for the 2027 Annual Meeting | 94 | | Director Nominations for the 2027 Annual Meeting | 94 | | Notice of Internet Availability of Proxy Materials | 94 | | Householding of Annual Meeting Materials | 94 | | Annual Report to Shareholders | 95 | | Cautionary Note Regarding Forward-Looking Information and Energy Transition Goals Disclaimer | 95 | | Appendix A | | | Reconciliation of non-GAAP Financial Measures to GAAP | A-1 | | Appendix B | B-1 |

  2. Our Director Nominee

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

  3. Our Director Nominee

    | Name and Primary Occupation | | Age | Director Since | Independent | Committee Membership | | | Wendy Montoya Cloonan Houston Managing Partner at Cantu Harden Montoya LLP | 46 | 2021 | | Corporate Governance and Nominating (Chair); Human Capital and Compensation | | | Barbara J. Duganier Former Managing Director and Global Chief Strategy Officer of the Outsourcing Business at Accenture plc | 67 | 2024 | | Audit (Chair); Safety and Operations | | | Laurie L. Fitch Former Partner, Strategic Advisory of PJT Partners | 56 | Apr. 2025 | | Audit; Human Capital and Compensation | | | Christopher H. Franklin Lead Independent Director of the Board of CenterPoint Energy and Chairman, Chief Executive Officer, and President of Essential Utilities | 60 | 2022 | | Corporate Governance and Nominating; Safety and Operations (Chair) | | | Michael A. “Casey” Herman Former Senior Partner and U.S. Utility & Power Sector Leader of PricewaterhouseCoopers | 61 | First Time Nominee | | | | | Raquelle W. Lewis Southeast Texas Director of Communications & Public Information Officer for the Texas Department of Transportation | 55 | 2021 | | Audit; Human Capital and Compensation | | | Thaddeus J. Malik Principal at S2T Solutions and Attorney | 59 | 2023 | | Audit; Corporate Governance and Nominating; Safety and Operations | | | Manuel B. Miranda Former Executive Vice President of Power Delivery of Florida Power & Light Company | 65 | Apr. 2025 | | Audit; Safety and Operations | | | Theodore F. Pound Private Investor and Attorney | 71 | 2015 | | Corporate Governance and Nominating; Human Capital and Compensation (Chair) | | | Dean L. Seavers Former President of National Grid U.S. and Executive Director of National Grid plc | 65 | 2024 | | Corporate Governance and Nominating; Human Capital and Compensation; Safety and Operations | | | Jason P. Wells Chair of the Board, President, and Chief Executive Officer of CenterPoint Energy | 48 | 2024 | | |

  4. Our Director Nominee

    | 2 | CenterPoint Energy, Inc. 2026 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 2027. 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.

  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 reviews its composition regularly and believes that our director nominees reflect an appropriate balance of business and professional experience, skills, and perspectives.

  8. Board Composition Highlights

    | 6 | CenterPoint Energy, Inc. 2026 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 | C. Herman | R. Lewis | T. Malik | M. Miranda | T. Pound | D. Seavers | J. Wells | | Age (as of March 4, 2026) | 46 | 67 | 56 | 60 | 61 | 55 | 59 | 65 | 71 | 65 | 48 | | CNP Tenure (in years) | 5 | 2 | 1 | 4 | 0 | 4 | 2 | 1 | 11 | 2 | 2 | | Public Company or Large Organization Senior Leadership Experience: 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, operational, safety, environmental, and other risks relevant to the Company. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Utility Industry Experience: Our business is highly regulated and complex, with significant public policy and safety implications. We therefore believe it is important for the execution of our strategy to seek directors with experience in the regulated utility industry. | | | ● | ● | ● | | | ● | | ● | ● | | Operations and Safety Experience: To help the Company develop and implement our capital plan and business strategy and continuously improve the resiliency and reliability of 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” within the meaning of 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 in which we operate 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. | | ● | ● | ● | | | ● | | ● | ● | ● |

  11. Board Composition Highlights

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 7 |

  12. Board Composition Highlights

    | Skills and Qualifications | W. Cloonan | B. Duganier | L. Fitch | C. Franklin | C. Herman | R. Lewis | T. Malik | M. Miranda | T. Pound | D. Seavers | J. Wells | | Human Capital Management: Building and maintaining a talented and engaged workforce is a critical part of who we are and our ability to execute 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. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Customer Experience: Directors with experience in customer-facing businesses can provide the Board with critical insights and perspectives on meeting customer needs, optimizing the customer experience, and enabling a culture of service excellence as the Company continually seeks to strengthen its relationship with customers, improve customer communications, and build confidence in our commitment to providing reliable energy. | | | | ● | | ● | | ● | | ● | ● | | Technology and Innovation: 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 new technology and innovation can provide the Board with critical insights and perspectives on leveraging new technologies and navigating AI-related opportunities and risks as the Company seeks to execute our long-term strategy, improve overall operations, enhance resiliency, and strengthen storm preparedness and emergency response efforts. | | | | ● | ● | | ● | ● | | ● | ● | | 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 implement our long-term strategy, including executing our ten-year capital plan, we seek directors who have experience with strategic transactions and strategic planning in overseeing the Company’s continued execution of our 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

    ★ Meets the criteria for an “audit committee financial expert” pursuant to U.S. Securities and Exchange Commission (SEC) rules.

  14. Board Composition Highlights

    | 8 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  15. 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 Corporate Governance and Nominating 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:

  16. Board Composition Highlights

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 9 |

  17. Board Composition Highlights

    | Wendy Montoya Cloonan Houston Managing Partner at Cantu Harden Montoya LLP | | | Age: 46 Independent Director Since 2021 Committees: • Corporate Governance and Nominating (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 relationships among national, state, and local governments and businesses and individuals in our service territory. This experience helps the Board oversee and support the relationships between the Company and its various regulators as the Company continues to execute on our 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 by balancing leading-edge technologies, including billion-dollar improvements in productivity, reliability, and resiliency, with environmental compliance and community initiatives. This background, as well as Ms. Cloonan’s experience advising clients on capital projects within legal, compliance, and regulatory frameworks, brings a critical perspective to the Board’s enterprise risk management oversight role. Experience • Houston Managing Partner (2023 – Present) at Cantu Harden Montoya LLP, a public law and public finance firm • Founder and Sole Shareholder (2019 – 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 (2015 – 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, Chair of Community Relations Committee and Governance Committee, and member of Strategic Sourcing Committee, Audit Committee, Compensation Committee, and Dredge Task Force Committee—Port Authority of Houston (2019 – Present) • Vice Chair (2024 – Present) and Board Member (2021 – Present)—Harris County Hospital District Foundation • Secretary (2023 – Present) and Board Member (2021 – Present)—Advocates of a Latino Museum of Art & Architecture Houston/Harris County (ALMAAHH) • Board Member—Houston Parks Board (2023 – Present) • Chair (2024 – Present) and Board Member (2023 – Present)—Harris County One For All Foundation • Member (2023 – Present), Chapter President-Elect (2023 – 2024) and Chapter President (2024 – 2025)—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® • National Association of Corporate Directors (NACD) Effective AI Oversight for Directors 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 |

  18. Board Composition Highlights

    | 10 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  19. Board Composition Highlights

    | Barbara J. Duganier Former Managing Director and Global Chief Strategy Officer of the Outsourcing Business at Accenture plc | | | Age: 67 Independent Director Since 2024 Committees: • Audit (Chair) • Safety and Operations | 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 the chair of audit committees as well as an “audit committee 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 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 |

  20. Board Composition Highlights

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 11 |

  21. Board Composition Highlights

    | Laurie L. Fitch Former Partner, Strategic Advisory of PJT Partners | | | Age: 56 Independent Director Since Apr. 2025 Committees: • Audit • Human Capital and Compensation | 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 is 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 provides important insights to the Board as it 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 provides important insights to the Board with respect to overseeing the risks and opportunities associated with transitioning to sources of energy with lower emissions profiles. The Board believes this experience is beneficial to the Company as the Board oversees the Company’s generation transition. Experience • 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 (UK) Investment Committee (2025 – Present), Finance and Operations Committee (2015 – 2025), and Audit Committee (2015 – 2025) Education and Credentials • M.A., Georgetown University • B.A., American University |

  22. Board Composition Highlights

    | 12 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  23. Board Composition Highlights

    | Christopher H. Franklin Chairman, Chief Executive Officer, and President of Essential Utilities | | | Age: 60 Lead Independent Director of the Board Independent Director Since 2022 Committees: • Corporate Governance and Nominating • Safety and Operations (Chair) | Key Qualifications and Skills Leading to Board Nomination • Utility Industry Experience—As the Chairman, Chief Executive Officer, and President of a public utility company, Mr. Franklin has 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 the Company’s regulatory and legislative priorities for the benefit of the Company’s stakeholders. • Customer Experience—As the Chairman, Chief Executive Officer, and President 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 we continuously seek to improve our service for the benefit of our customers and communities. • Operations and Safety Experience—As the Chairman, Chief Executive Officer, and President of a public utility, Mr. Franklin has extensive experience regarding the operations of a utility and managing such 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 our facilities for the benefit of our employees, customers, and communities. 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 responsibility 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 |

  24. Board Composition Highlights

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 13 |

  25. Board Composition Highlights

    | Michael A. “Casey” Herman Former Senior Partner and U.S. Utility & Power Sector Leader of PricewaterhouseCoopers | | | Age: 61 Independent Director Nominee | Key Qualifications and Skills Leading to Board Nomination • Finance and Accounting—Mr. Herman has nearly three decades of experience serving as a lead partner for the external audits of multiple Fortune 500 companies in the energy, utility, and power sectors. He is also a licensed CPA. The Board believes that this extensive experience will be important for its oversight of the Company’s financial statements and filings with the SEC. • Utility Industry Experience—Mr. Heman has nearly three decades of experience leading complex audits and providing consulting services for companies in the utility industry, including through his leadership of the U.S. Utility & Power Sector practice at PricewaterhouseCoopers (PwC). Additionally, Mr. Herman has served as a C-suite advisor and member of several utility industry-related boards, including as Chair of the Electric Power Research Institute’s Advisory Council. The Board believes that Mr. Herman’s utility industry experience will provide important insights to the Board as it oversees the Company’s enterprise risk management and long-term strategy, including the execution of our ten-year capital plan. • Strategic Planning—As a former U.S. Utility & Power Sector Leader at PwC, Mr. Herman has extensive experience in strategic planning for companies in the utility industry, including advising utility clients with respect to complex corporate transactions and business acquisition and disposition issues. The Board believes that this experience will be advantageous as it oversees the Company’s short- and long-term strategic plans. Experience • Held various positions (1986 – 2025) of increasing responsibility, including the positions of U.S. Utility & Power Sector Leader (2014 – 2021) and U.S. Sustainability Services Leader (2021 – 2023), at PwC, an international professional services firm Other Boards (For Profit and Non-Profit Entities) • Dragos, Inc. (2025 – Present) • Tulane University A.B. Freeman School of Business Dean’s Business School Council (2023 – Present) • Board Member (2014 – Present) and Treasurer (2016 – Present)—Berkshire School • Chair (2023 – 2025) and Member (2018 – 2025)—Electric Power Research Institute Advisory Committee • Edison Electric Institute Wall Street Advisory Group (2014 – 2025) • Feeding America (2007 – 2014) Education and Credentials • BSM, A.B. Freeman School of Business at Tulane University • Licensed CPA—Illinois and Louisiana |

  26. Board Composition Highlights

    | 14 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  27. Board Composition Highlights

    | Raquelle W. Lewis Southeast Texas Director of Communications & Public Information Offices for the Texas Department of Transportation | | | Age: 55 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 the Company navigates various federal, state, and local regulations to complete infrastructures projects to better serve our stakeholders. • 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 our 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 responsibility, 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 responsibility, 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 |

  28. Board Composition Highlights

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 15 |

  29. Board Composition Highlights

    | Thaddeus J. Malik Principal at S2T Solutions and Attorney | | | Age: 59 Independent Director Since 2023 Committees: • Audit • Corporate Governance and Nominating • 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 through his prior service 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 of the Mergers and Acquisitions Practice Group and a member of the Policy Committee for a global law firm, as well as the former chair of 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 our strategic plans, including overseeing complex strategic transactions as the Company continues to focus on our regulated electric and natural gas, multi-state utility footprint. 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 – 2025) • 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 • Western Golf Association (2025 – Present) Education and Credentials • B.A., With Distinction, Northwestern University • J.D., Cum Laude, Harvard Law School • CERT Certificate: Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute • Certificate: Corporate Director, Harvard Business School • National Association of Corporate Directors (NACD) Directorship Certified® |

  30. Board Composition Highlights

    | 16 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  31. Board Composition Highlights

    | Manuel B. Miranda Former Executive Vice President, Power Delivery of Florida Power & Light Company | | | Age: 65 Independent Director Since Apr. 2025 Committees: • Audit • Safety and Operations | 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 is critical to the Board as it oversees the Company’s operations and plans to significantly strengthen resiliency, reliability, and safety pursuant to our 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, provides the Board with important insight as the it oversees the Company’s short- and long-term plans, including with respect to the continued execution of the projects included in our ten-year capital plan. • 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 is valuable in helping it oversee the Company’s workforce development and strategies. Experience • Held various positions (1982 – 2024) of increasing responsibility, 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 |

  32. Board Composition Highlights

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 17 |

  33. Board Composition Highlights

    | Theodore F. Pound Private Investor and Attorney | | | Age: 71 Independent Director Since 2015 Committees: • Human Capital and Compensation (Chair) • Corporate Governance and Nominating | 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 our 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 |

  34. Board Composition Highlights

    | 18 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  35. Board Composition Highlights

    | Dean L. Seavers Former President of National Grid U.S. and Executive Director of National Grid plc | | | Age: 65 Independent Director Since 2024 Committees: • Corporate Governance and Nominating • Human Capital and Compensation • 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 it 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 our facilities for the benefit of the communities we serve and our 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 • 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 • Ametek Inc. (2022 – Present) • Vine Hill Capital Investment Corp. (2024 – Present) • Albemarle Corp. (2019 – 2025) • James Hardie Industries Plc (2021 – 2022) • 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 |

  36. Board Composition Highlights

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 19 |

  37. Board Composition Highlights

    | Jason P. Wells Chair of the Board, President, and Chief Executive Officer of CenterPoint Energy, Inc. | | | Age: 48 Non-Independent Director Since 2024 Committees: • None | Key Qualifications and Skills Leading to Board Nomination • Current CEO of a Public Company—As the President and Chief Executive Officer of the Company, Mr. Wells provides valuable insight and communications to the Board regarding the management team’s execution of the Company short- and long-term plans and the operations of the Company. • Utility Industry Experience—Mr. Wells has over 10 years of experience as 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 our safety program. This experience supports the Board as it oversees the Company’s short- and long-term business strategies and safety program. Experience • Chair of the Board (2025 – Present), 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) • Kinder Rice Institute for Urban Development Advisory Board (2021 – Present) • M.D. Anderson Cancer Center, Board of Visitors (2022 – Present) • Central Houston, Inc. (2022 – Present) • Executive Committee and Board, Greater Houston Partnership (2023 – Present) • Executive Committee and Board, Performing Arts Houston (2024 – Present) • United Way of Greater Houston, Board of Trustees (2025 – 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) |

  38. Board Composition Highlights

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

  39. Board Composition Highlights

    | 20 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  40. Texas Legislative Updates

    Texas Legislative Updates In May 2025, the Texas legislature approved various changes to the TBOC. The Board carefully considered and approved amendments to the Bylaws consistent with these statutory changes to (1) provide for a jury trial waiver for internal entity claims (as defined by the TBOC), (2) revise the exclusive forum bylaw to provide that, if the United States District Court for the Southern District of Texas lacks jurisdiction, the Eleventh Business Court Division of the Texas Business Court located in Harris County, Texas (rather than the state district court of Harris County, Texas), will be the sole and exclusive forum for certain internal entity claims (as defined by the TBOC), unless the Company consents to a different forum, and (3) add a new section to require any shareholder (as defined by the TBOC) or group of such shareholders to meet an ownership threshold of at least three percent of the Company’s outstanding shares of common stock in order to institute or maintain a derivative proceeding. In approving the amendments to the Bylaws, the Board carefully considered, among other things, that adopting these amendments would offer substantive benefits to the Company, including reducing risk and uncertainty regarding litigation outcomes, and that similar amendments have already been adopted by several other large Texas corporations. In particular, a meaningful portion of derivative litigation at public companies is brought by shareholders with only nominal ownership interests. Moreover, these suits are frequently lawyer-driven and only brought by a shareholder in a technical sense. The expense of defending against or settling these suits is ultimately borne by the shareholders. Accordingly, as litigation volume has continued to increase, the Board carefully considered that the derivative proceeding ownership threshold bylaw would help avoid derivative litigation that is not in the Company’s best interests, including by discouraging frivolous lawsuits by serial plaintiffs with only nominal ownership interest in the Company, and could generate potentially significant cost savings. Nevertheless, the Board is committed to maintaining accountability to shareholders by permitting derivative lawsuits that gather support from a meaningful portion of the Company’s shareholder base (including through a group of smaller shareholders aggregating their holdings) and by continuing to engage actively with our shareholders. The Board determined, including in light of the foregoing reasons, that the aforementioned amendments to the Bylaws would be in the best interests of the Company and its shareholders.

  41. Compensation of Directors

    Compensation of Directors The Corporate Governance and Nominating Committee of the Board oversees fee levels and other elements of compensation for CenterPoint Energy’s non-employee directors. The Corporate Governance and Nominating Committee evaluates on an annual

  42. Compensation of Directors

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 35 |

  43. Compensation of Directors

    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 Corporate Governance and Nominating 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 Corporate Governance and Nominating 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 market value equal to at least five times the director’s regular annual cash retainer. Directors are required to attain the specified level of ownership within five years of joining the Board.

  44. 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.

  45. Director Compensation Table

    Director Compensation Table The table below and the narrative in the footnotes provide compensation amounts for our non-employee directors for 2025, 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.

  46. 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 | 147,088 | 175,012 | — | 50,000 | 372,100 | | Earl M. Cummings(5) | 36,401 | — | — | — | 36,401 | | Barbara J. Duganier | 152,088 | 175,012 | — | 50,000 | 377,100 | | Laurie L. Fitch(6) | 92,143 | 175,012 | — | 50,000 | 317,155 | | Christopher H. Franklin(7) | 156,327 | 175,012 | — | 50,000 | 381,339 | | Raquelle W. Lewis | 128,544 | 175,012 | 2,727 | 19,100 | 325,384 | | Thaddeus J. Malik | 128,544 | 175,012 | — | 46,612 | 350,168 | | Manuel B. Miranda(8) | 92,143 | 175,012 | — | — | 267,155 | | Theodore F. Pound | 148,544 | 175,012 | — | — | 323,556 | | Ricky A. Raven(9) | 36,401 | — | — | — | 36,401 | | Dean L. Seavers | 128,544 | 231,380 | — | — | 359,924 | | Phillip R. Smith(10) | 270,813 | 175,012 | — | 13,750 | 459,575 |

  47. 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, 2025, received an annual value-based stock award under our Stock Plan for Outside Directors in 2025. Upon the recommendation of the Corporate Governance and Nominating Committee, the Board determined a cash value for each award, as of the grant date, of $175,000, resulting in a stock award of 4,534 shares of common stock for each non-employee director then in office as of May 1, 2025, based on the market price of our common stock on the New York Stock Exchange Composite Tape on that date of $38.60 per share and rounded up to the nearest whole share. 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, based on the market price of our common stock on the New York Stock Exchange Composite Tape on that date of $31.49 per share and rounded up to the nearest whole share. No stock awards under our Stock Plan for Outside Directors were outstanding at December 31, 2025. (3) In 2025, Ms. Lewis accrued above-market earnings of $2,727 on her deferred compensation account balance. (4) Other Compensation represents matching contributions made under the Easy Match Program. See “—Compensation of Directors—Other Compensation.” (5) Mr. Cummings served on the Board until the 2025 Annual Meeting. The fees earned or paid in cash reflect a partial year of service. (6) Ms. Fitch was elected to the Board effective April 16, 2025. The fees earned or paid in cash reflect a partial year of service. (7) Mr. Franklin was appointed as Lead Independent Director of the Board effective October 8, 2025. The fees earned or paid in cash for Mr. Franklin include the Lead Independent Director of the Board Supplemental Retainer for a partial year of service as the Lead Independent Director of the Board. (8) Mr. Miranda was elected to the Board effective April 16, 2025. The fees earned or paid in cash reflect a partial year of service. (9) Mr. Raven served on the Board until the 2025 Annual Meeting. The fees earned or paid in cash reflect a partial year of service. Mr. Smith served as Independent Chair of the Board until October 7, 2025. The fees earned or paid in cash for Mr. Smith include the Independent Chair of the Board Supplemental Retainer for a partial year of service as the Independent Chair of the Board.

  48. Director Compensation Table

    | 38 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  49. Director Compensation Table

    STOCK OWNERSHIP

  50. 2025 and 2026 Compensation Highlights

    2025 and 2026 Compensation Highlights • As disclosed in our 2025 proxy statement, the Human Capital and Compensation Committee approved certain modifications to our 2025 short-term incentive awards to (i) incorporate 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-executives and executive officers to strengthen alignment for all Company employees. Our 2025 short-term incentive plan results reflect strong alignment with our pay-for-performance philosophy. We exceeded our non-GAAP Adjusted EPS growth rate goal (which represents 70% of the plan’s metrics) by achieving industry top-quartile earnings growth and achieved above target performance for our safety composite goal (which represents 10% of the plan’s metrics), demonstrating the Company’s focus on operating safely while delivering strong financial results. Our performance was below target for our operational excellence composite goal (which represents 10% of the plan’s metrics) and below threshold for our customer satisfaction goal (which represents the remaining 10% of the plan’s metrics), which moderated overall

  51. Continued Execution of Succession Planning

    Continued Execution of Succession Planning The Company’s succession planning has been, and continues to be, a top priority for the Board and the Company’s shareholders. During 2025, the Company announced a number of organizational changes to execute the Board’s executive succession planning, including the appointment of Jesus Soto, Jr. as Executive Vice President and Chief Operating Officer, effective August 11, 2025 (described below), as well as appointments to several Senior Vice President and other officer roles relating to operations, technology, risk, and compliance. These organizational changes are designed to facilitate the Company’s long-term growth strategy, including the execution of our ten-year capital plan, which seeks to provide resilient, reliable and affordable service to our customers and communities, value-creation for stakeholders, operational efficiencies, and robust corporate governance. Appointment of Chief Operating Officer On July 21, 2025, the Company announced the appointment of Mr. Jesus Soto, Jr. to the position of Executive Vice President and Chief Operating Officer of the Company, effective August 11, 2025. In connection with his appointment, the Human Capital and Compensation Committee approved the following compensation arrangement for Mr. Soto, Jr.: (i) an annual base salary of $725,000; (ii) in consideration of Mr. Soto, Jr.’s forfeiture of unvested equity awards at his previous position, a buy-out equity award consisting of restricted stock units with a grant date value of $6 million, which will vest 25% on each of the first four anniversaries of his employment start date contingent upon his continued employment, or upon earlier disability, death or involuntary termination of employment by the Company without cause; and (iii) short-term and long-term incentive plan target award levels of 80% and 260%, respectively, of his base salary.

  52. 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 operational performance, 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. |

  53. 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 financial and non-financial, operational objectives aligned with the Company’s long-term business strategy ✓ Considers individual performance and contributions to Company performance ✓ Short-term incentive funding is based on achieving a non-GAAP Adjusted EPS goal as well as non-financial performance goals relating to safety, operational excellence, and customer satisfaction ✓ Payout of individual awards is wholly subject to discretion of Human Capital and Compensation Committee | | | Long-Term Incentives | Performance Share Units (PSUs) 70% | 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 long-term incentive value | | | | | Three-year cliff vesting, subject to relative stock performance | ✓ Incentivizes Company outperformance relative to peer companies ✓ Aligns with shareholder interests ✓ TSR 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 long-term incentive value | | | | Restricted Stock Units (RSUs) 30% | Three-year ratable 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 30% of total long-term incentive value and will vest only if CenterPoint Energy achieves positive operating income for the last full calendar year preceding the applicable vesting date |

  54. 2025 Target Compensation Opportunities for Named Executive Officers

    2025 Target Compensation Opportunities for Named Executive Officers The overall objectives of our ongoing executive compensation program for our named executive officers remained largely unchanged in 2025 as compared to 2024. In February 2025, the Human Capital and Compensation Committee, together with the other independent directors of the Board with respect to the compensation of Mr. Wells, reviewed the base salary and short-term and long-term incentive targets for each of our named executive officers (with the exception of Mr. Soto, Jr.) and determined their respective levels to provide each officer a competitive total direct target compensation opportunity as shown below. Additionally, in connection with Mr. Soto, Jr.’s appointment as Executive Vice President and Chief Operating Officer, the Human Capital and Compensation Committee approved for Mr. Soto, Jr., effective August 11, 2025, an annual base salary of $725,000 and short-term and long-term incentive plan target award levels of 80% and 260%, respectively, of his base salary.

  55. 2025 Target Compensation Opportunities for Named Executive Officers

    | Name | 2025 Base Salary | 2025 Short-term Incentive Target (% of Salary) | 2025 Short-term Target Opportunity | 2025 Long-term Incentive Target (% of Salary) | 2025 Long-term Target Opportunity | 2025 Total Direct Target Compensation | | Jason P. Wells | $1,250,000 | 130% | $1,625,000 | 610% | $7,625,000 | $10,500,000 | | Christopher A. Foster | $760,000 | 80% | $608,000 | 290% | $2,204,000 | $3,572,000 | | Monica Karuturi | $750,000 | 80% | $600,000 | 270% | $2,025,000 | $3,375,000 | | Jesus Soto, Jr. | $725,000 | 80% | $580,000 | 260% | $1,885,000 | $3,190,000 | | Jason M. Ryan | $535,000 | 80% | $428,000 | 200% | $1,070,000 | $2,033,000 |

  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. Additionally, to strengthen alignment for all Company employees, including executive officers, towards the Company’s performance and success, the

  57. Short-Term Incentive Plan

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 47 |

  58. Short-Term Incentive Plan

    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. 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 Chair of the Board, President, and 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 2025 performance year, the Human Capital and Compensation Committee established that a portion of the short-term incentive plan would be based on achieving a non-GAAP EPS target, “Adjusted EPS.” 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, the Human Capital and Compensation Committee established that the 2025 short-term incentive plan performance goals would incorporate weighted non-financial metrics in addition to the non-GAAP Adjusted EPS metric. Accordingly, 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 payout level for our short-term incentive plan awards, including the payout of each individual named executive officer’s award, is subject to adjustment pursuant 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 contributions and performance, including the executive’s contribution to the achievement of the performance objectives in the short-term incentive plan and any special circumstances, and may also consider the input of our Chair of the Board, President, and Chief Executive Officer on the amount to be awarded to each of the other named executive officers. Accordingly, the Human Capital and Compensation Committee may adjust the actual amount payable to a named executive officer pursuant to our short-term incentive plan to reflect the executive’s individual contributions and performance in a given performance year. The structure of the 2025 STI Plan is illustrated below.

  59. Short-Term Incentive Plan

    | 48 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  60. Short-Term Incentive Plan

    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 for value creation, are provided in the table below.

  61. 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 consolidated 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 | The payout level, including the payout of each individual award, is subject to adjustment pursuant to the Human Capital and Compensation Committee’s discretion, which may be exercised to reflect an executive’s individual contributions and performance. | The Human Capital and Compensation Committee’s ability to exercise its discretion aligns with our philosophy to pay for performance. |

  62. 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.

  63. 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 2025 Adjusted EPS target level is based on achieving 8% growth relative to 2024 actual performance, which is in the top quartile for the utility sector. The 2025 operational performance objective target levels are based on achieving improvements in the Company’s performance compared to prior years and long-term business objectives.

  64. 2025 Short-Term Incentive Plan Results

    2025 Short-Term Incentive Plan Results CenterPoint Energy’s 2025 performance compared against the pre-established short-term incentive plan measures is described below. In 2025, the Human Capital and Compensation Committee approved an above-target overall short-term incentive plan achievement of 159%. We exceeded the non-GAAP Adjusted EPS growth rate goal (which represents 70% of the plan’s metrics) by achieving industry top-quartile earnings growth and achieved above target performance on the safety composite goal (which represents at 10% of the plan’s metrics), demonstrating the Company’s focus on operating safely while delivering strong financial results. Performance was below target for our operational excellence composite goal (which represents at 10% of the plan’s metrics) and below threshold for our customer satisfaction goal (which represents the remaining 10% of the plan’s metrics), which moderated overall achievement.

  65. 2025 Short-Term Incentive Plan Results

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 49 |

  66. 2025 Short-Term Incentive Plan Results

    | Operational Performance Objective | Weight | Threshold (50%) | Target (100%) | Maximum (150%) | Actual Results | Actual Achievement | | Safety Composite | 10% | | | | | | | High Energy Identification(1) | 5% | 72% | 79% | 87% | 94% | 150% | | Safety Action Item Tiered Control(2) | 5% | 14% | 24% | 34% | 26% | 109% | | Operational Excellence Composite | 10% | | | | | | | Emergency Response Time(3) | 5% | 00:24:18 | 00:24:03 | 00:23:49 | 00:23:56 | 125% | | Electric Customers Experiencing Multiple Interruptions(4) | 5% | 4.55% | 3.96% | 3.37% | 5.35% | 0% | | Customer Satisfaction | 10% | | | | | | | Voice of Customer Survey(5) | 10% | 3.97 | 4.00 | 4.03 | 3.78 | 0% |

  67. 2025 Short-Term Incentive Plan Results

    | Financial Performance Objective | Weight | Threshold (75%) | Target (125%) | Maximum (200%) | Actual Results | Actual Achievement | | Plan Execution | 70% | | | | | | | Adjusted EPS* | 70% | $1.74 | $1.75 | $1.76 | $1.76 | 200% | | Overall Company Funded Achievement Level | | | | | | 159% |

  68. 2025 Short-Term Incentive Plan Results

    (1) Metric relates to identifying and properly documenting all high-energy sources at the worksite. Measurement is based on the number of high-energy sources assessed compared to the number of high-energy sources present. (2) Metric relates to identification and implementation of safety action items to protect employees, assets, customers, and members of the public and is based on a tiered approach intended to encourage action items that eliminate or reduce exposure to potential serious injury and fatality events. Measurement is based on total safety items accomplished in the first two tier categories, which relate to eliminating the hazard and isolating individuals from the hazard, compared to the total number of safety action items in any tier accomplished. (3) Metric relates to the average amount of time, measured in minutes and seconds, required for a qualified first responder to arrive onsite to a gas emergency order from the time that the order is created in our work order system. (4) Metric relates to electric customers experiencing four or more sustained interruptions of service, which are defined as interruptions lasting five or more minutes. Outage durations and event frequency continue to decline as our workforce continues to proactively identify system components most vulnerable to reliability issues— such as vegetation or equipment failure—and prioritize investments to strengthen grid resiliency before outages occur. (5) Metric relates to a customer survey regarding overall satisfaction with the Company. Measurement is based on an average of customer scores on a rating scale of one to five. We remain committed to putting customers at the center of everything we do. Our workforce is tasked with evaluating customer sentiment and developing both short- and long-term strategies to actively strengthen relationships, enhance trust, and deliver an exceptional customer experience. * 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.

  69. Individual Short-Term Incentive Plan Awards for 2025 Performance

    Individual Short-Term Incentive Plan Awards for 2025 Performance Based on the approved levels of achievement of the 2025 performance objectives under the short-term incentive plan and an assessment of each individual’s performance by the Human Capital and Compensation Committee, the 2025 short-term incentive awards for our named executive officers, expressed as a percentage of their individual target awards, were as follows:

  70. Individual Short-Term Incentive Plan Awards for 2025 Performance

    | Name | 2025 Short-Term Incentive Achievement (as a Percentage of Target Award) | | Jason P. Wells | 159% | | Christopher A. Foster | 159% | | Monica Karuturi | 191% | | Jesus Soto, Jr. | 159% | | Jason M. Ryan | 191% |

  71. Individual Short-Term Incentive Plan Awards for 2025 Performance

    In recognition of Ms. Karuturi and Mr. Ryan’s high performance and significant individual contributions to the Company’s strategic priorities in 2025, the Human Capital and Compensation Committee, following consultation with Mr. Wells and in alignment with the Company’s pay-for-performance philosophy, exercised its discretion to increase the 2025 short-term incentive plan payout for Ms. Karuturi and Mr. Ryan.

  72. 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.

  73. Long-Term Incentive Plan

    | 50 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  74. Long-Term Incentive Plan

    Annual awards under our long-term incentive plan 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.

  75. 2025 Long-Term Incentive Plan Design

    2025 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 70% and 30%, respectively, for 2025. Performance Share Unit (PSU) Awards (70% of Award Value) Our 2025 PSU awards were made in two 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, and thirty-five percent of long-term incentive compensation is based on the TSR metric. Another 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. 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 intended to incentivize achievement of a peer leading P/E ratio, reflective of the Company’s position as a premium utility.

  76. 2025 Long-Term Incentive Plan Design

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 51 |

  77. 2025 Long-Term Incentive Plan Design

    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 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. Relative TSR (35% of Award Value) Maximum achievement (200% of target) requires CenterPoint Energy to rank at the 85th percentile or higher in our peer group for TSR, and no shares will 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 and the P/E ratio 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 and the P/E ratio. 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 2025. 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.” Restricted Stock Unit Awards (30% 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 2025 RSUs (excluding any sign-on or buy-out awards) are subject to a three-year graded vesting schedule with one-third of the underlying units vesting

  78. 2025 Long-Term Incentive Plan Design

    | 52 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  79. 2025 Long-Term Incentive Plan Design

    on each of the first three anniversaries of the grant date, subject to continued employment and the Company achieving positive operating income for the last full calendar year preceding the applicable vesting date.*

  80. 2025 Long-Term Incentive Awards for Named Executive Officers

    2025 Long-Term Incentive Awards for Named Executive Officers In 2025, 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 require 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 2025 through 2027. 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.

  81. 2025 Long-Term Incentive Awards for Named Executive Officers

    | Description | Wells | Foster | Karuturi | Soto, Jr.(1) | Ryan | | Base Salary | $1,250,000 | $760,000 | $750,000 | $725,000 | $535,000 | | Long-term incentive target | 610% | 290% | 270% | 260% | 200% | | Long-term incentive compensation at target | $7,625,000 | $2,204,000 | $2,025,000 | $1,885,000 | $1,070,000 | | Performance share unit portion (70%) | $5,337,500 | $1,542,800 | $1,417,500 | $1,319,500 | $749,000 | | Restricted stock unit portion (30%) | $2,287,500 | $661,200 | $607,500 | $565,500 | $321,000 |

  82. 2025 Long-Term Incentive Awards for Named Executive Officers

    (1) Amounts do not include the buy-out equity award for Mr. Soto, Jr. under the long-term incentive plan of restricted stock units having a total grant date value of $6,000,000. Both the PSUs and the RSUs accrue dividend equivalents over the performance cycle and 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.

  83. 2023 – 2025 PSU Award Vesting

    2023 – 2025 PSU Award Vesting The calculated payout for the 2023 – 2025 PSU awards was 172% 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. During the performance period, the Company ranked in 7th place in the peer group (of 18 public companies) for TSR, exceeded maximum performance for our cumulative non-GAAP Adjusted EPS goal and our cumulative carbon emissions reduction goal for Scope 3, and achieved above target performance for our cumulative carbon emissions reduction goal for Scopes 1 and 2.

  84. 2023 – 2025 PSU Award Vesting

    | 2023 – 2025 PSU AWARD GOALS | AWARD DETERMINATION | | | WEIGHTING(1) | ACHIEVEMENT | | | TSR Performance | Threshold (33)% 14th Position | Target (100)% 10th Position | Maximum (200)% 3rd Position | 35% | 7th Position | 143% | | Cumulative non-GAAP Adjusted EPS | Threshold (50)% $4.73 | Target (100)% $4.82 | Maximum (200)% $4.87 | 35% | $4.88 | 200% | | Cumulative Carbon Emission Reduction Scopes 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% | 60.0% | 174% | | Cumulative Carbon Emission 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% | 23.0% | 200% | | Overall Performance Share Unit Achievement | | | | | | 172% |

  85. 2023 – 2025 PSU Award Vesting

    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.

  86. 2023 – 2025 PSU Award Vesting

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 53 |

  87. 2023 – 2025 PSU Award Vesting

    PSU awards represented, in the aggregate, 75% of the target long-term incentive award value for 2023 for our named executive officers. RSU awards represented the remaining 25% of the target long-term incentive award value for 2023. For a detailed description of the calculation of cumulative non-GAAP Adjusted EPS, see “Executive Compensation Tables— Equity Incentive Plan Awards—Additional Information.” A reconciliation to the nearest GAAP metric can be found in Appendix A.

  88. Supplemental Awards

    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 2025, the Board did not approve any such one-time equity awards.

  89. 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 2026. Consistent with our 2025 short-term incentive plan, the Human Capital and Compensation Committee approved a financial metric relating to non-GAAP Adjusted EPS that represents 70% of our 2026 short-term incentive plan performance objectives and non-financial metrics relating to safety, operational excellence, and customer satisfaction that represent the remaining 30%. To drive higher performance and quality execution, as well as enhance alignment between operational performance and financial results, the Human Capital and Compensation Committee approved the payout levels of 75%, 125%, and 200% of target for threshold, target, and maximum performance, respectively, for each of the 2026 short-term incentive plan performance objectives (both financial and non-financial). With respect to the non-financial performance objectives, the Human Capital and Compensation Committee approved the increased payout levels to incentivize the achievement of goals that exceed industry standard levels and reward significant operational improvements. With respect to the financial performance objective (non-GAAP Adjusted EPS), the Human Capital and Compensation Committee maintained the use of increased payout levels to continue to incentivize premium utility financial performance in accordance with the Company’s long-term guidance. The actual payout level for our short-term incentive plan awards, including the payout of each individual named executive officer’s award, remains subject to adjustment pursuant 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 contributions and performance, including the executive’s contribution to the achievement of the performance objectives in the short-term incentive plan and any special circumstances, and may also consider the input of our Chair of the Board, President, and Chief Executive Officer on the amount to be awarded to each of the other named executive officers. Accordingly, the Human Capital and Compensation Committee may adjust the actual amount payable to a named executive officer pursuant to our short-term incentive plan to reflect the executive’s individual contributions and performance in the performance year. The structure of the 2026 short-term incentive plan metrics is illustrated below.

  90. Short-Term Incentive Plan

    | 54 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  91. Short-Term Incentive Plan

    The short-term incentive plan metrics for the 2026 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.

  92. Short-Term Incentive Plan

    | PERFORMANCE OBJECTIVES | WEIGHTING | DESCRIPTION | STRATEGY ALIGNMENT | | Adjusted EPS | 70% | 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. 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.* | | Safety Composite | 10% | This objective is focused on meeting certain safety goals, including in relation to effectively controlling high-energy sources during active work (i.e., High Energy Controls Assessments, or HECA), as well as taking certain corrective safety actions (i.e., Corrective Action Quality, or CAQ). | 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 reducing customer service interruptions (i.e., the System Average Interruption Frequency Index, or SAIFI) and improving system integrity by reducing leaks on the Company’s gas system (i.e., Leak Reduction Execution). | 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 overall customer engagement across all communities the Company serves, including with respect to service satisfaction, brand trust, and product experience (i.e., an Engaged Customer Relationship, or ECR, score). | The Customer Satisfaction objective aligns with our commitment to exceeding customer expectations and promptly resolving customer issues. | | Discretion of Human Capital and Compensation Committee | Modifier | The payout level, including the payout of each individual award, is subject to adjustment pursuant to the Human Capital and Compensation Committee’s discretion, which may be exercised to reflect an executive’s individual contributions and performance. | The Human Capital and Compensation Committee’s ability to exercise its discretion aligns with our philosophy to pay for performance. |

  93. 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.

  94. Short-Term Incentive Plan

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 55 |

  95. Long-Term Incentive Plan Awards

    Long-Term Incentive Plan Awards The Human Capital and Compensation Committee approved certain modifications to 2026 PSU awards for our named executive officers under the long-term incentive plan. Consistent with the approach for 2025, the Human Capital and Compensation Committee approved for 2026 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. Like 2025, our 2026 PSU awards are also made in two separate grants, with the payout opportunity for each grant based on a different performance objective. The first performance objective 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, and thirty-five percent of long-term incentive compensation is based on the TSR metric. Another 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. 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, the target payout opportunity is 100% of target for the TSR performance objective and 125% of target for the Adjusted EPS performance objective, and the maximum payout opportunity is 200% of target for both performance metrics. The Human Capital and Compensation Committee approved for 2026 the increased target payout level of 125% for the Adjusted EPS performance objective to drive top-quartile financial performance relative to peers (8% non-GAAP Adjusted EPS annual growth at the midpoint of our announced, peer-leading guidance range) and consistently award top-tier performance under both the Company’s short- and long-term incentive plans. In the case of awards based on the TSR performance objective, if the Company’s P/E ratio ranks in the top quartile of our peer group, as with our 2025 PSU awards, a P/E modifier will apply that provides for a minimum 75% payout level for the award, subject to the absolute TSR multiplier described below, 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. Additionally, for our 2026 PSU awards, the Human Capital and Compensation Committee approved a new multiplier relating to the Company’s absolute TSR over the three-year performance period (aTSR) to scale payouts in alignment with annualized shareholder return below 0% or above 15%. Accordingly, if the Company’s annualized aTSR is less than 0%, a 0.75x multiplier will be applied to the payout level for awards based on the TSR performance objective; conversely, if the Company’s annualized aTSR exceeds 15%, a 1.25x multiplier will be applied to the payout level for the awards. The addition of the aTSR multiplier was approved by the Human Capital and Compensation Committee to reinforce direct alignment of our named executive officers with shareholder value creation by establishing downside risk and rewarding execution of ambitious plans.

  96. Long-Term Incentive Plan Awards

    | 56 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  97. Long-Term Incentive Plan Awards

    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 9% annual growth in 2026, 2027, and 2028 based on 2025 (maximum), 8% annual growth in 2025, 2027, and 2028 (target) and 7% annual growth in 2026, 2027, and 2028 (threshold). *** Linear interpolation between award levels. All payout levels shown for the TSR metric, including the maximum payout of 200%, reflect the payout level prior to application of any aTSR multiplier. 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. **** Linear interpolation between award levels. No payout is earned below threshold performance. ***** Results will represent an average of 20 TSR calculation periods, beginning the first 20 of the last 30 trading days preceding the performance period and ending the first 20 of the last 30 trading days of the performance period. ****** Maximum payout of 225% assumes performance at the maximum payout level for all awards and the application of an aTSR multiplier of 1.25x for awards based on the TSR metric. The Human Capital and Compensation Committee believes that the modifications to the long-term incentive plan will help further our strategy and align with the interests of, and our commitments to, our shareholders, customers, and other stakeholders.

  98. Long-Term Incentive Plan Awards

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 57 |

  99. Role of Management

    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.

  100. 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 Corporate Governance and Nominating 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 Corporate Governance and Nominating 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.

  101. Our 2025 Peer Group

    Our 2025 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 2024 to 2025. Upon Meridian’s recommendation, the Human Capital and Compensation Committee approved the removal of Avangrid, Inc. following its acquisition in December 2024 and the addition of OGE Energy Corp. based on the selection criteria described above for the Company’s 2025 peer group. This group of companies was identical to the group of companies used for measuring our relative total shareholder return under our 2025 long-term incentive compensation awards.

  102. Our 2025 Peer Group

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 59 |

  103. Our 2025 Peer Group

    For 2025, the peer group for proxy statement data consisted of the following 18 publicly traded utility companies:

  104. Our 2025 Peer Group

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

  105. Our 2025 Peer Group

    This peer group had median revenues and assets comparable to CenterPoint Energy in September 2024 when the Human Capital and Compensation Committee approved the 2025 peer group.

  106. Our 2025 Peer Group

    | | TOTAL REVENUE | TOTAL ASSETS | | | (in millions, except for percentages) | | | CenterPoint Energy, Inc. | $8,563 | $42,893 | | Relative Percentile Rank Position | 44% | 33% | | Data is presented as of September 30, 2024 and sourced from FactSet. Revenue represents trailing twelve months ended September 30, 2024 | | |

  107. Our 2025 Peer Group

    Meridian reviewed the peer group in 2025 and recommended removing Alliant Energy Corporation and OGE Energy Corp. and adding Dominion Energy, Inc. and FirstEnergy Corp. based on the selection criteria described above for the Company’s 2026 peer group. The Human Capital and Compensation Committee evaluated and approved these peer group changes.

  108. Benefits

    Benefits We have maintained a defined benefit plan for eligible employees since 1953 to help employees provide for retirement and to retain employees. This plan is closed to all employees hired or rehired on or after January 1, 2020 (or January 1, 2021 with respect to certain union employees). In addition, we maintain a benefit restoration plan as a nonqualified supplemental retirement plan to generally provide for benefits in excess of those available under the retirement plan due to annual limits imposed by the Internal Revenue Code. Changes in base salary and/or short-term incentive compensation affect benefits payable under the retirement plan and the benefit restoration plan. See “Executive Compensation Tables—Pension Benefits” for a description of the retirement plan and benefit restoration plan. The present value of the accumulated benefits under the plans for each named executive officer is set forth in the Pension Benefits table. We maintain a savings plan, which includes employer contributions, designed to encourage all employees to help provide for their own retirement and to attract and retain employees. We also maintain a nonqualified savings restoration plan that provides for employer contributions not available under the savings plan due to Internal Revenue Code limits. Base salary and short-term incentive compensation are included as eligible plan compensation under the provisions of the savings plan and the savings restoration plan. See “Executive Compensation Tables—Savings Plan and Savings Restoration Plan” 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.

  109. 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 employment 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.”

  110. 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 2025, we did not grant new awards of stock options, stock appreciation rights, or similar option-like instruments to our named executive officers.

  111. 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.”

  112. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025

  113. Summary Compensation Table for Fiscal Year 2025

    | 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 Chair of the Board, President, and Chief Executive Officer | 2025 | 1,226,923 | — | 7,625,023 | — | 2,583,750 | — | 656,645 | 12,092,341 | | | 2024 | 1,140,846 | — | 5,749,999 | — | 1,796,875 | — | 563,075(7) | 9,250,795 | | | 2023 | 969,039 | — | 3,919,966 | — | 1,972,250 | — | 220,210 | 7,081,465 | | Christopher A. Foster Executive Vice President and Chief Financial Officer | 2025 | 751,923 | — | 2,204,004 | — | 966,720 | — | 156,977 | 4,079,624 | | | 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 | 2025 | 744,231 | 190,800 | 2,024,977 | — | 954,000 | 131,017 | 100,629 | 4,145,655 | | | 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 | | Jesus Soto, Jr. Executive Vice President and Chief Operating Officer | 2025 | 250,962 | — | 7,884,981 | — | 922,200 | — | 71,130 | 9,129,272 | | Jason M. Ryan Executive Vice President, Regulatory Services & Government Affairs | 2025 | 532,692 | 136,104 | 1,070,025 | — | 680,520 | 112,089 | 92,079 | 2,623,510 | | | 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 |

  114. Summary Compensation Table for Fiscal Year 2025

    (1) 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. For 2025, amounts for Ms. Karuturi and Mr. Ryan represent the discretionary portion of the 2025 short-term incentive awards earned in addition to the performance results. 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, 2025. 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 2025 table and the accompanying footnotes.

  115. Summary Compensation Table for Fiscal Year 2025

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 63 |

  116. Summary Compensation Table for Fiscal Year 2025

    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:

  117. Summary Compensation Table for Fiscal Year 2025

    | Name | Year | Maximum Value of Stock Awards ($) | | Wells | 2025 | 12,962,539 | | | 2024 | 10,062,491 | | | 2023 | 6,859,940 | | Foster | 2025 | 3,746,798 | | | 2024 | 3,298,721 | | | 2023 | 7,085,065 | | Karuturi | 2025 | 3,442,468 | | | 2024 | 3,298,721 | | | 2023 | 3,184,958 | | Soto, Jr. | 2025 | 9,204,461 | | Ryan | 2025 | 1,819,039 | | | 2024 | 1,837,497 | | | 2023 | 2,747,511 |

  118. Summary Compensation Table for Fiscal Year 2025

    (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 2025 short-term incentive awards, refer to the Grants of Plan-Based Awards for Fiscal Year 2025 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 2025 Change in Pension Value and Nonqualified Deferred Compensation Earnings are as follows:

  119. Summary Compensation Table for Fiscal Year 2025

    | Name | Change in Pension Value(a) ($) | Above Market Earnings on Nonqualified Deferred Compensation(b) ($) | Total ($) | | Wells | — | — | — | | Foster | — | — | — | | Karuturi | 131,017 | — | 131,017 | | Soto, Jr. | — | — | — | | Ryan | 111,736 | 353 | 112,089 |

  120. Summary Compensation Table for Fiscal Year 2025

    (a) The Change in Pension Value is the increase or decrease in the present value of accumulated benefits under our retirement plan and the related benefit restoration plan from December 31, 2024 to December 31, 2025. 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, 2025 assumed a discount rate of 5.35% and lump sum conversion interest rate of 5.35% for benefits paid in all future years. 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. 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.

  121. Summary Compensation Table for Fiscal Year 2025

    | 64 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  122. Summary Compensation Table for Fiscal Year 2025

    The following table sets forth the elements of All Other Compensation for 2025:

  123. Summary Compensation Table for Fiscal Year 2025

    | Name | Perquisites and Other Personal Benefits(a) ($) | Tax Reimbursements ($) | Contributions to Vested and Unvested Defined Contribution Plans (qualified)(b) ($) | Contributions to Vested and Unvested Defined Contribution Plans (nonqualified)(c) ($) | Insurance Premiums ($) | Other ($) | Charitable Contributions(d) ($) | Total All Other Compensation ($) | | Wells | 291,170 | — | 31,500 | 240,642 | — | — | 93,333 | 656,645 | | Foster | 19,304 | — | 31,500 | 101,423 | — | — | 4,750 | 156,977 | | Karuturi | — | — | 21,000 | 67,154 | — | — | 12,475 | 100,629 | | Soto, Jr. | 46,043 | — | 22,587 | — | — | — | 2,500 | 71,130 | | Ryan | — | — | 21,000 | 38,524 | — | — | 32,555 | 92,079 |

  124. Summary Compensation Table for Fiscal Year 2025

    (a) For Mr. Wells, this amount includes the incremental cost to the Company attributable to security-related services provided to Mr. Wells during 2025, 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. These security-related services were provided to mitigate risk to the Company by supporting the safety, health, and well-being of our Chair of the Board, President, and Chief Executive Officer. 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 includes the actual incremental cost of expenses incurred by such security personnel but does not include the fixed costs associated with such personnel. For Mr. 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 and Soto, Jr., 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. On occasion, family members and guests of named executive officers, including Messrs. Wells, Foster, and Soto, Jr., travel on non-commercial aircraft, including when the aircraft is already going to a specific destination for a business purpose. The incremental cost to the Company for personal travel and travel by family members and guests accompanying executives 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 Soto Jr. of $17,257, $2,294, and $26,757, respectively. Additionally, for Messrs. Wells, Foster, and Soto Jr., the amount includes financial planning services of $16,725, $16,725, and $19,036, respectively. Ms. Karuturi and Mr. Ryan did not receive perquisites valued in excess of $10,000 during 2025. (b) These amounts represent CenterPoint Energy’s contributions to the savings plan, which is described under “Savings Plan and Savings Restoration Plan.” (c) These amounts represent benefits accrued under the savings restoration plan, which is described under “Savings Plan and Savings Restoration Plan.” (d) 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 Mr. Wells), and in 2025, as part of the Company’s celebration of Giving with Purpose, the program additionally provided for matching from October 27 to October 31 on a two-to-one dollar basis that did not count against the annual maximum match. The amount reported in the All Other Compensation column for Mr. Wells in 2024 has been updated to include an additional $19,134 representing the cost of a security system at Mr. Wells’ home and $495 for an executive physical exam, which were inadvertently excluded from the 2024 Summary Compensation Table.

  125. Summary Compensation Table for Fiscal Year 2025

    | CenterPoint Energy, Inc. 2026 Proxy Statement | 65 |

  126. Grants of Plan-Based Awards for Fiscal Year 2025

    Grants of Plan-Based Awards for Fiscal Year 2025 The following table presents the non-equity and equity incentive plan-based awards granted during 2025. 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 $32.58 for the February 12, 2025 grants and $38.57 for the August 11, 2025 grants.

  127. Grants of Plan-Based Awards for Fiscal Year 2025

    | Name | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: # of Shares of Stock or Units(4) | Grant Date Fair Value of Stock Awards ($) | | | Grant Date | Threshold ($) | Target ($)(3) | Maximum ($) | Threshold: Number of Shares (#) | Target: Number of Shares (#) | Maximum: Number of Shares (#) | | | | Jason P. Wells | | 1,096,875 | 1,909,375 | 3,006,250 | | | | | | | | 2/12/2025 | | | | | | | 70,212 | 2,287,507 | | | 2/12/2025 | | | | 27,032 | 81,914 | 163,828 | | 2,668,758 | | | 2/12/2025 | | | | 40,957 | 81,914 | 163,828 | | 2,668,758 | | Christopher A. Foster | | 410,400 | 714,400 | 1,124,800 | | | | | | | | 2/12/2025 | | | | | | | 20,295 | 661,211 | | | 2/12/2025 | | | | 7,814 | 23,677 | 47,354 | | 771,397 | | | 2/12/2025 | | | | 11,839 | 23,677 | 47,354 | | 771,397 | | Monica Karuturi | | 405,000 | 705,000 | 1,110,000 | | | | | | | | 2/12/2025 | | | | | | | 18,646 | 607,487 | | | 2/12/2025 | | | | 7,179 | 21,754 | 43,508 | | 708,745 | | | 2/12/2025 | | | | 10,877 | 21,754 | 43,508 | | 708,745 | | Jesus Soto, Jr. | | 391,500 | 681,500 | 1,073,000 | | | | | | | | 8/11/2025 | | | | | | | 14,662 | 565,513 | | | 8/11/2025 | | | | | | | 155,561 | 5,999,988 | | | 8/11/2025 | | | | 5,645 | 17,105 | 34,210 | | 659,740 | | | 8/11/2025 | | | | 8,553 | 17,105 | 34,210 | | 659,740 | | Jason M. Ryan | | 288,900 | 502,900 | 791,800 | | | | | | | | 2/12/2025 | | | | | | | 9,853 | 321,011 | | | 2/12/2025 | | | | 3,794 | 11,495 | 22,990 | | 374,507 | | | 2/12/2025 | | | | 5,748 | 11,495 | 22,990 | | 374,507 |

  128. Grants of Plan-Based Awards for Fiscal Year 2025

    There were no other equity awards granted to the named executive officers during the year. (1) The estimated payouts under non-equity incentive plan awards are based on the terms of our 2025 short-term incentive plan. Based on the goals adopted in 2025, the maximum payout amount (as shown in the Maximum column) is 185% of target for our named executive officers. Actual amounts paid in 2026 for 2025 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 two performance share unit awards, for which threshold, target, and maximum numbers of shares are shown in the columns under Estimated Future Payouts Under Equity Incentive Plan Awards. For Mr. Soto, Jr., amounts also include his buy-out equity award of restricted stock units, valued at $6 million as of the grant date, granted in connection with his appointment as Executive Vice President and Chief Operating Officer. 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 2025 table for the vesting date of each of these awards. (3) Estimated target payout amounts vary from the 2025 Short-term Target Opportunity amounts set forth in “2025 Executive Compensation Program—2025 Target Compensation Opportunities for Named Executive Officers” section due the differing payout levels for the financial performance objective and the non-financial performance metrics under the Company’s 2025 short-term incentive plan. For more information, see “2025 Short-Term Incentive Plan Results.” Restricted stock unit awards granted in 2025 (other than buy-out awards) are subject to the Company achieving positive operating income for the last full calendar year preceding the applicable vesting date. See “Compensation Discussion and Analysis—2025 Executive Compensation Program—2025 Long-Term Incentive Plan Design” for more information.

  129. Grants of Plan-Based Awards for Fiscal Year 2025

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  130. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table provides information regarding the outstanding stock awards held by our named executive officers as of December 31, 2025. The closing price of our common stock on the NYSE on December 31, 2025 was $38.34. Our named executive officers did not hold any option awards as of December 31, 2025.

  131. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Stock Awards | | | | | Name | 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 | 138,240 | 5,300,122 | 637,128 | 24,427,488 | | Foster | 46,475 | 1,781,852 | 196,160 | 7,520,774 | | Karuturi | 45,538 | 1,745,927 | 188,468 | 7,225,863 | | Soto, Jr. | 170,223 | 6,526,350 | 68,420 | 2,623,223 | | Ryan | 29,557 | 1,133,215 | 102,492 | 3,929,543 |

  132. Outstanding Equity Awards at Fiscal Year-End 2025

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

  133. Outstanding Equity Awards at Fiscal Year-End 2025

    | Grant Date | Type of Stock Award | Vesting Date | Wells | Foster | Karuturi | Soto, Jr. | Ryan | | 2/15/2023 | Stock Award | 2/15/2026 | 33,642 | — | 15,620 | — | 8,754 | | 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 | 2/15/2026 | 17,193 | 5,636 | 5,636 | — | 3,140 | | 2/15/2024 | Stock Award | 2/15/2027 | 17,193 | 5,636 | 5,636 | — | 3,139 | | 2/12/2025 | Stock Award | 2/12/2026 | 23,404 | 6,765 | 6,216 | — | 3,285 | | 2/12/2025 | Stock Award | 2/12/2027 | 23,404 | 6,765 | 6,215 | — | 3,284 | | 2/12/2025 | Stock Award | 2/12/2028 | 23,404 | 6,765 | 6,215 | — | 3,284 | | 8/11/2025 | Stock Award | 8/11/2026 | — | — | — | 43,779 | — | | 8/11/2025 | Stock Award | 8/11/2027 | — | — | — | 43,777 | — | | 8/11/2025 | Stock Award | 8/11/2028 | — | — | — | 43,777 | — | | 8/11/2025 | Stock Award | 8/11/2029 | — | — | — | 38,890 | — | | Total | | | 138,240 | 46,475 | 45,538 | 170,223 | 29,557 |

  134. Outstanding Equity Awards at Fiscal Year-End 2025

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

  135. Outstanding Equity Awards at Fiscal Year-End 2025

    | Grant Date | Type of Stock Award | Vesting Date | Wells | Foster | Karuturi | Soto, Jr. | Ryan | | 2/15/2024 | Performance Share Units(a) | 12/31/2026 | 309,472 | 101,452 | 101,452 | — | 56,512 | | 2/12/2025 | Performance Share Units(b) | 12/31/2027 | 327,656 | 94,708 | 87,016 | — | 45,980 | | 8/11/2025 | Performance Share Units(b) | 12/31/2027 | — | — | — | 68,420 | — | | Total | | | 637,128 | 196,160 | 188,468 | 68,420 | 102,492 |

  136. Outstanding Equity Awards at Fiscal Year-End 2025

    (a) Based on 2025 results, the provided amounts reflect maximum achievement for the total shareholder return, three-year cumulative Adjusted EPS, and carbon emissions reduction awards. Based on 2025 results, the provided amounts reflect maximum achievement for the total shareholder return and three-year cumulative Adjusted EPS awards.

  137. Outstanding Equity Awards at Fiscal Year-End 2025

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  138. Option Exercises and Stock Vested for Fiscal Year 2025

    Option Exercises and Stock Vested for Fiscal Year 2025 The following table indicates the number and value of stock and performance share unit awards vested during 2025. Our named executive officers did not exercise any stock options during 2025 (nor did they hold any stock options during 2025).

  139. Option Exercises and Stock Vested for Fiscal Year 2025

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Wells | 206,941 | 8,265,523 | | Foster | 146,458 | 5,921,632 | | Karuturi | 96,478 | 3,855,435 | | Soto, Jr. | — | — | | Ryan | 80,235 | 3,218,867 |

  140. Option Exercises and Stock Vested for Fiscal Year 2025

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

  141. Option Exercises and Stock Vested for Fiscal Year 2025

    | | Performance Share Unit Awards for the 2023 – 2025 Performance Cycle(a) | | Stock Awards Granted February 15, 2022 That Vested February 15, 2025 | | Stock Awards Granted February 15, 2024 That Vested February 15, 2025 | | Stock Awards Granted May 5, 2023 That Vested May 5, 2025 | | | Name | Number of Shares (#) | Value Realized on Vesting(b) ($) | Number of Shares (#) | Value Realized on Vesting(c) ($) | Number of Shares (#) | Value Realized on Vesting(d) ($) | Number of Shares (#) | Value Realized on Vesting(e) ($) | | Wells | 173,594 | 7,082,635 | 16,154 | 585,259 | 17,193 | 597,629 | — | — | | Foster | 76,929 | 3,138,703 | — | — | 5,637 | 195,942 | 63,892 | 2,586,987 | | Karuturi | 80,596 | 3,288,317 | 10,245 | 371,176 | 5,637 | 195,942 | — | — | | Soto, Jr. | — | — | — | — | — | — | — | — | | Ryan | 69,271 | 2,826,257 | 7,824 | 283,464 | 3,140 | 109,146 | — | — |

  142. Pension Benefits

    Pension Benefits Our named executive officers hired or rehired before January 1, 2020 (Ms. Karuturi and Mr. Ryan) are eligible for pension benefits under a tax-qualified defined benefit pension plan—the CenterPoint Energy Retirement Plan. In addition, our named executive officers who are eligible to accrue benefits under the CenterPoint Energy Retirement Plan are also eligible to accrue benefits under the CenterPoint Energy Benefit Restoration Plan, which is also a defined benefit plan. Participants are fully vested in both plans after three years of service. The retirement benefits for the eligible named executive officers are based on a cash balance formula of five percent of eligible pay, which includes base salary and short-term incentive compensation. Benefits that may not be provided under the tax-qualified retirement plan because of Internal Revenue Code annual limits on benefits and compensation are made in a bookkeeping account under the CenterPoint Energy Benefit Restoration Plan. The excess

  143. Pension Benefits

    | 70 | CenterPoint Energy, Inc. 2026 Proxy Statement |

  144. Pension Benefits

    benefit amounts for the eligible named executive officers are determined based on the cash balance formula under the retirement plan. The benefit restoration plan is subject to Section 409A of the Internal Revenue Code. Our named executive officers who are eligible for the retirement plan also participate in this plan and will generally receive payments in a lump sum form under this plan 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 unless the separation from service is due to death. The benefit restoration plan does not provide any past service credits or accelerated service benefits. No fund or other assets of CenterPoint Energy have been set aside or segregated to pay benefits under the benefit restoration plan. Please refer to “Rabbi Trust” under “Potential Payments upon Change in Control or Termination” for information on funding of the plan upon a change in control. The table below provides information regarding our named executive officers’ accumulated benefits under our retirement and benefit restoration plans.

  145. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments during 2025 ($) | | Cash Balance Formula(1) | | | | | | Karuturi | Retirement Plan | 11.4 | 149,646 | — | | | Benefit Restoration Plan | 11.4 | 238,880 | — | | Ryan | Retirement Plan | 16.1 | 218,693 | — | | | Benefit Restoration Plan | 16.1 | 200,564 | — |

  146. Pension Benefits

    (1) The benefits for Ms. Karuturi and Mr. Ryan are based solely on the cash balance formula under the CenterPoint Energy 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 2025 plan year was 4.54%. Ms. Karuturi and Mr. Ryan accrued an excess benefit amount under the CenterPoint Energy 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 Ms. Karuturi and Mr. Ryan were calculated based on benefits accrued through December 31, 2025 payable at age 65. Account balances are assumed to accumulate interest credits until age 65 at 3.75%. 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 5.35% 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, 2025 is 5.35%.

  147. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table The following table provides information with respect to benefits under the CenterPoint Energy 2005 Deferred Compensation Plan and the CenterPoint Energy Savings Restoration Plan.

  148. Nonqualified Deferred Compensation Table

    | Name | Plan Name | Executive Contributions in 2025 ($) | Registrant Contributions in 2025(1) ($) | Aggregate Earnings in 2025(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025(3) ($) | | Wells | Savings Restoration Plan | — | 240,642 | 137,181 | — | 1,052,939 | | Foster | Savings Restoration Plan | — | 101,423 | 50,115 | — | 298,088 | | Karuturi | Savings Restoration Plan | — | 67,154 | 86,298 | — | 514,577 | | Soto, Jr. | Savings Restoration Plan | — | — | — | — | — | | Ryan | Deferred Compensation Plan | — | — | 1,205 | — | 16,836 | | | Savings Restoration Plan | — | 38,524 | 80,266 | — | 472,570 |

  149. Nonqualified Deferred Compensation Table

    (1) The Registrant Contributions in 2025 column for the savings restoration plan includes 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 plan, Aggregate Earnings in 2025 consist of earnings on prior plan deferrals. For Mr. Ryan, the 2025 interest rate for the deferred compensation plan was 7.71% with interest compounded annually. The above-market portion of these 2025 aggregate earnings is reported in a footnote to the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table. For the savings restoration plan, Aggregate Earnings in 2025 include gains and losses determined based on the participant’s balances as of January 1, 2025 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 plan based on the investment funds selected by the participant. (3) The table below sets forth the portions of these aggregate account balances that were reported as compensation in the Summary Compensation Table for 2024 and 2023.

  150. Nonqualified Deferred Compensation Table

    | Name | Amount Previously Reported ($) | | Wells | 384,048 | | Foster | 131,106 | | Karuturi | 149,313 | | Soto, Jr. | — | | Ryan | 103,122 |

  151. Nonqualified Deferred Compensation Table

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  152. 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. 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 of a lump sum amount equal to (i) three times, in the case of Mr. Wells and (ii) two times, in the case of Messrs. Foster, Soto, Jr., and Ryan and Ms. Karuturi, 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), 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 prorated based on the number of days he or she was employed during the performance year. In addition, Ms. Karuturi and Mr. Ryan 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 at the same time and in the same manner that the officer’s benefit under the benefit restoration plan is paid. The plan provides a similar benefit for officers who are not eligible to participate in the retirement plan. Mr. Wells will be entitled to a benefit equal to three additional years, and Messrs. Foster and Soto, Jr. will be entitled to a benefit equal to two additional years, of employer nonelective contributions under the

  153. Potential Payments upon Change in Control or Termination

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  154. Potential Payments upon Change in Control or Termination

    savings plan, and such additional benefit will be paid at the same time and in the same 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. 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 under Section 4999 of the Internal Revenue Code, 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. 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 change in control 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 any buy-out awards), “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. Soto, Jr. does not provide for accelerated vesting upon a change in control but does provide 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 employment 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 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.

  155. 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 |

  156. Potential Payments upon Change in Control or Termination

    The executive severance guidelines also permit the payment of certain other compensation and benefits, as appropriate, in addition to the cash severance payment, as described above.

  157. Potential Payments upon Change in Control or Termination

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  158. Potential Payments upon Change in Control or Termination

    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.” 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 payable and the value of the benefits provided under the change in control plan assuming a covered termination of employment occurred on December 31, 2025 following a change in control. The numbers in the table have been rounded to the nearest one thousand dollars.

  159. Potential Payments upon Change in Control or Termination

    | Type of Payment | Wells | Foster | Karuturi | Soto, Jr. | Ryan | | Severance amount | $8,625,000 | $2,736,000 | $2,700,000 | $2,610,000 | $1,926,000 | | Short-term Incentive Plan | $1,625,000 | $608,000 | $600,000 | $580,000 | $428,000 | | Long-term Incentive Plan(1) | | | | | | | Performance Share Units (Unvested) | $12,619,000 | $3,888,000 | $3,737,000 | $1,342,000 | $2,033,000 | | Performance Share Units (Vested)(2) | $4,118,000 | $1,825,000 | $1,912,000 | — | $1,643,000 | | Stock awards (Unvested) | $5,503,000 | $1,853,000 | $1,820,000 | $569,000 | $1,184,000 | | Stock awards (Vested) | — | — | — | — | — | | Benefit restoration plan(3) | — | — | $458,000 | — | $353,000 | | Savings restoration plan(4) | $272,000 | $89,000 | $— | $15,000 | $— | | Health and welfare benefits | $30,000 | $46,000 | $46,000 | $37,000 | $24,000 | | Outplacement | $7,000 | $7,000 | $7,000 | $7,000 | $7,000 | | Total benefit and payment | $32,799,000 | $11,052,000 | $11,280,000 | $5,160,000 | $7,598,000 |

  160. Potential Payments upon Change in Control or Termination

    (1) 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, 2025, which was $38.34. 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. (2) Amounts shown include PSUs granted in 2023 that vested on December 31, 2025, and were payable regardless of whether the officer terminated employment or whether a change in control occurred, as set forth in the award agreements. (3) Amounts shown consist of a benefit equal to an additional two years of pay credits under the cash balance formula for Mr. Ryan and Ms. Karuturi. (4) 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 Messrs. Foster and Soto, Jr. 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). 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, 2025. The numbers in the table have been rounded to the nearest one thousand dollars.

  161. Potential Payments upon Change in Control or Termination

    | Type of Payment | Wells | Foster | Karuturi | Soto, Jr. | Ryan | | Short-term Incentive Plan | — | — | — | — | — | | Long-term Incentive Plan(1) | | | | | | | Performance Share Units (Unvested) | — | — | — | — | — | | Performance Share Units (Vested)(2) | $4,118,000 | $1,825,000 | $1,912,000 | — | $1,643,000 | | Stock Awards (Unvested) | — | — | — | $6,033,000 | — | | Stock Awards (Vested) | — | — | — | — | — | | Total | $4,118,000 | $1,825,000 | $1,912,000 | $6,033,000 | $1,643,000 |

  162. Potential Payments upon Change in Control or Termination

    (1) 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, 2025, which was $38.34. All amounts shown have been calculated assuming the target level of achievement. Amounts shown include PSUs granted in 2023 that vested on December 31, 2025, and were payable regardless of whether the officer terminated employment, as set forth in the award agreements.

  163. Potential Payments upon Change in Control or Termination

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  164. Potential Payments upon Change in Control or Termination

    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, 2025. The numbers in the table have been rounded to the nearest one thousand dollars. The beneficiaries would have been entitled to the following amounts:

  165. Potential Payments upon Change in Control or Termination

    | Type of Payment | Wells | Foster | Karuturi | Soto, Jr. | Ryan | | Short-term Incentive Plan(1) | $1,625,000 | $608,000 | $600,000 | $580,000 | $428,000 | | Long-term Incentive Plan(2) | | | | | | | Performance Share Units (Unvested) | $12,619,000 | $3,888,000 | $3,737,000 | $1,342,000 | $2,033,000 | | Performance Share Units (Vested)(3) | $4,118,000 | $1,825,000 | $1,912,000 | — | $1,643,000 | | Stock Awards (Unvested) | $5,503,000 | $1,853,000 | $1,820,000 | $6,601,000 | $1,184,000 | | Stock Awards (Vested) | — | — | — | — | — | | Total | $23,865,000 | $8,174,000 | $8,069,000 | $8,523,000 | $5,288,000 |

  166. Potential Payments upon Change in Control or Termination

    (1) 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. (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, 2025, which was $38.34. 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 target number of shares under the award. (3) Amounts shown include PSUs granted in 2023 that vested on December 31, 2025, and were payable regardless of the officer’s death, as set forth in the award agreements. Each named executive officer’s beneficiaries would also be entitled to receive payment for any fully vested benefits to which they are entitled under the terms of the applicable plan or which are required to be provided by law. These benefits could include those earned under CenterPoint Energy’s retirement, benefit restoration, savings, savings restoration, deferred compensation and retiree medical plans, as well as the continuation of health coverage required by COBRA. Payments upon disability. If a named executive officer becomes disabled as defined under our long-term disability plan on December 31, 2025, 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.

  167. Potential Payments upon Change in Control or Termination

    | Type of Payment | Wells | Foster | Karuturi | Soto, Jr. | Ryan | | Short-term Incentive Plan(1) | $1,625,000 | $608,000 | $600,000 | $580,000 | $428,000 | | Long-term Incentive Plan(2) | | | | | | | Performance Share Units (Unvested) | $12,619,000 | $3,888,000 | $3,737,000 | $1,342,000 | $2,033,000 | | Performance Share Units (Vested)(3) | $4,118,000 | $1,825,000 | $1,912,000 | — | $1,643,000 | | Stock Awards (Unvested) | $5,503,000 | $1,853,000 | $1,820,000 | $6,601,000 | $1,184,000 | | Stock Awards (Vested) | — | — | — | — | — | | Total | $23,865,000 | $8,174,000 | $8,069,000 | $8,523,000 | $5,288,000 |

  168. Potential Payments upon Change in Control or Termination

    (1) 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. (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, 2025, which was $38.34. 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 target number of shares under the award. (3) Amounts shown include PSUs granted in 2023 that vested on December 31, 2025, which were payable regardless of the officer’s disability, as set forth in the award agreements. 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.

  169. 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:

  170. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Wells, our Chief Executive Officer for 2025. For 2025, our last completed fiscal year: • the median of the annual total compensation of all employees of CenterPoint Energy, excluding Mr. Wells, our Chief Executive Officer for 2025, was $130,189; and • the annual total compensation of Mr. Wells, our Chief Executive Officer for 2025, as reported in the Summary Compensation Table, was $12,092,341. Based on this information, for 2025, the ratio of our Chief Executive Officer’s annual total compensation to that of our median employee was approximately 93 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 Mr. Wells, our Chief Executive Officer for 2025, we took the following steps: • We selected November 7, 2025 as the date to identify our median employee, at which time our employee population consisted of approximately 8,830 individuals located in the United States. This population consisted of our full-time, part-time, and temporary employees. • To identify the “median employee” from our employee population in 2025, 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. • Using the median employee identified in 2025, we combined all of the elements of this employee’s compensation for 2025 in accordance with Item 402(c)(2)(x) of Regulation S-K, resulting in total annual compensation of $130,189. With respect to the annual total compensation of Mr. Wells, our Chief Executive Officer for 2025, we used the amount reported in the “Total” column of our Summary Compensation Table for Fiscal Year 2025. 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.

  171. Chief Executive Officer Pay Ratio

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