UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant  ☑

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CenterPoint Energy, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

      Always There.^®

CenterPoint Energy, Inc.

Notice of Annual Meeting of Shareholders

to be held on April 22, 2022

and Proxy Statement

March 11, 2022

Dear Fellow Shareholders:

We are pleased to invite you to attend our annual shareholder meeting to be held on April 22, 2022, at 9:00 a.m. central time in our auditorium located at 1111 Louisiana Street in Houston, Texas.

As explained in the enclosed proxy statement, at this year’s meeting you will be asked to vote (i) for the election of nine directors, (ii) for the ratification of the appointment of CenterPoint Energy’s independent registered public accounting firm, (iii) for the approval, on an advisory basis, of CenterPoint Energy’s executive compensation and (iv) for the adoption of the CenterPoint Energy, Inc. 2022 Long Term Incentive Plan, and to consider any other business that may properly come before the meeting.

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

Only holders of record of CenterPoint Energy common stock at the close of business on February 25, 2022 or their proxy holders, may vote at the meeting. Attendance at the meeting is limited to holders of our common stock or their proxy holders and CenterPoint Energy guests. Only holders of our common stock or their valid proxy holders may address the meeting.

Please review the proxy card for instructions on how you can vote your shares of CenterPoint Energy common stock over the internet, by telephone or by mail. It is important that all holders of CenterPoint Energy common stock, regardless of the number of shares owned, participate in the affairs of the Company. At CenterPoint Energy’s 2021 Annual Shareholder Meeting, approximately 86 percent of the Company’s outstanding shares of common stock was represented in person or by proxy.

Thank you for your continued investment in CenterPoint Energy.

Sincerely,

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

Table of Contents

Table of Contents (continued)

Always There.®

Notice of Annual Meeting of Shareholders

Dear Shareholders:

You are cordially invited to attend the 2022 annual meeting of shareholders of CenterPoint Energy, Inc. This is your notice for the meeting.

TIME AND DATE

9:00 a.m. Central Time on April 22, 2022.

PLACE

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

ITEMS OF BUSINESS

RECORD DATE

Holders of record of CenterPoint Energy common stock at the close of business on February 25, 2022 are entitled to vote.

PROXY VOTING

Each share of CenterPoint Energy common stock entitles the holder to one vote on each matter to be voted on at the meeting. You may vote either by attending the meeting or by proxy. For specific voting information, please see “Frequently Asked Questions About Voting” beginning on page 1 of the proxy statement that follows. Even if you plan to attend the meeting, please sign, date and return the enclosed proxy card or submit your proxy using the Internet or telephone procedures described on the proxy card.

Sincerely,

Vincent A. Mercaldi

Corporate Secretary

Dated and first mailed

to shareholders

on or about March 11, 2022

Important Notice Regarding the Availability of Proxy Materials

for the Annual Shareholder Meeting to be Held April 22, 2022

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

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

CENTERPOINT ENERGY, INC.

1111 Louisiana

Houston, Texas 77002

(713) 207-1111

For deliveries by U.S. Postal Service:

P.O. Box 4567

Houston, Texas 77210-4567

Proxy Statement

FREQUENTLY ASKED QUESTIONS ABOUT VOTING

On what am I voting?

Who may vote?

Holders of our common stock recorded in our stock register at the close of business on February 25, 2022 may vote at the meeting. As of that date, there were 629,432,406 shares of our common stock outstanding.

How many votes do I have?

You have one vote for each share of our common stock you owned as of the record date for the meeting.

How do I vote?

Your vote is important. You may vote in person at the meeting or by proxy. We recommend you vote by proxy even if you plan to attend the meeting. You may always change your vote at the meeting if you are a holder of record or have a proxy from the record holder. Giving us your proxy means that you authorize us to vote your shares of our common stock at the meeting in the manner you indicated on your proxy card. You may also provide your proxy using the Internet or telephone procedures described on the proxy card.

You may vote for or against each director nominee under Item 1 (election of directors) and the proposals under Item 2 (ratification of appointment of the independent registered public accounting firm), Item 3 (advisory vote on executive compensation) and Item 4 (approval of the CenterPoint Energy, Inc. 2022 Long Term Incentive Plan), or you may abstain from voting on these items. If you give us your proxy but do not specify how to vote, we will vote your shares of our common stock in accordance with the Board’s recommendations.

Frequently Asked Questions About Voting (continued)

What are the Board’s recommendations?

The Board’s recommendations are set forth together with the description of each item in this proxy statement. In summary, the Board and, with respect to the ratification of the appointment of the independent registered public accounting firm, the Audit Committee, recommends a vote as follows:

If any other matters properly come before the meeting, we will vote the shares of common stock in accordance with our best judgment and discretion.

What if I change my mind after I have voted?

You may revoke your proxy before it is voted by:

Will my shares be voted if I do not provide my proxy?

It depends on whether you hold your shares of our common stock in your own name or in the name of a bank or brokerage firm. If you hold your shares of our common stock directly in your own name, they will not be voted unless you provide a proxy or vote in person at the meeting.

Brokerage firms generally have the authority to vote their customers’ unvoted shares of common stock on certain “routine” matters as determined by the New York Stock Exchange. If your shares of our common stock are held in the name of a broker, bank or other nominee, such nominee can vote your shares for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022 if you do not timely provide your proxy because this matter is considered “routine” under the applicable rules. However, no other items are considered “routine” and may not be voted on by your nominee without your instruction.

For all items other than ratification of the appointment of our independent registered public accounting firm, brokers holding shares of our common stock must vote according to specific instructions they receive from the beneficial owners of those shares because the New York Stock Exchange precludes brokers from exercising voting discretion on certain proposals without specific instructions from the beneficial owner as to how to vote. Brokers cannot vote on Item 1 (election of directors), Item 3 (advisory vote on executive compensation) or Item 4 (approval of the CenterPoint Energy, Inc. 2022 Long Term Incentive Plan) without instructions from the beneficial owners. If you do not instruct your broker how to vote with respect to Item 1, Item 3 or Item 4, your broker will not vote for you with respect to those items.

Do I need a ticket to attend the meeting?

To be admitted to the meeting, you must provide proof of ownership of our common stock and proof of identification. If you plan to attend the meeting and your shares of common stock are held by banks, brokers, stock plans or other holders of record (in “street name”), you will need to provide proof of ownership. Examples of proof of

Frequently Asked Questions About Voting (continued)

ownership include a recent brokerage statement or letter from your broker or bank. All holders of our common stock will be required to present valid picture identification, such as a driver’s license, before being admitted to the meeting.

What constitutes a quorum?

To carry on the business of the meeting, we must have a quorum. This means at least a majority of the shares of our common stock outstanding as of the record date must be represented at the meeting, either by proxy or in person. Shares of our common stock owned by CenterPoint Energy are not voted and do not count for this purpose.

Abstentions and proxies submitted by brokers that do not indicate a vote because they do not have discretionary authority and have not received instructions as to how to vote on a proposal (so-called “broker non-votes”) will be considered as present for quorum purposes.

What vote is required to approve each of the proposals?

Under our third amended and restated bylaws (bylaws), directors are elected by a majority of the votes cast at the meeting. Under our bylaws, this means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director. Abstentions and broker non-votes will not affect the outcome of the vote. For additional information on the election of directors, see “Item 1: Election of Directors—Majority Voting in Director Elections.”

Each of the ratification of the appointment of independent registered public accounting firm in Item 2, the approval of the resolution included in Item 3 regarding the advisory vote on executive compensation and the approval of the CenterPoint Energy, Inc. 2022 Long Term Incentive Plan in Item 4 requires the affirmative vote of a majority of the shares of our common stock entitled to vote on the matter and voted for or against the item. Abstentions and broker non-votes (none of which are expected for Item 2) will not affect the outcome of the vote on these items.

Who conducts the proxy solicitation and how much will it cost?

CenterPoint Energy is requesting your proxy for the annual shareholder meeting and will pay all the costs of requesting shareholder proxies, including a fee of $15,000 plus expenses to Okapi Partners LLC, 1212 Avenue of the Americas, 24^th Floor, New York, New York 10036, who will help us solicit proxies. We can request proxies through the mail, in person, or by telephone, fax or Internet. We can use directors, officers and other employees of CenterPoint Energy to request proxies. Directors, officers and other employees will not receive additional compensation for these services. We will reimburse brokerage firms, nominees, fiduciaries, custodians and other agents for their expenses in distributing proxy material to the beneficial owners of our common stock.

ITEM 1: ELECTION OF DIRECTORS

Item 1: Election of Directors (continued)

Executive Summary

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

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 2023.

If any nominee becomes unavailable for election, the Board of Directors can name a substitute nominee, and proxies will be voted for the substitute nominee pursuant to discretionary authority. Proxies cannot be voted for a greater number of persons than the number of nominees named below.

Unless otherwise indicated or the context otherwise requires, when we refer to periods prior to September 1, 2002, CenterPoint Energy should be understood to mean or include the public companies that were its predecessors.

Item 1: Election of Directors (continued)

Board Composition Highlights

Our Board of Directors believes that having a diverse mix of directors with complementary qualifications, skills and expertise is essential to effectively discharging its oversight responsibility while advancing the Company’s long-term business strategy. Accordingly, the Board of Directors is focused on striking an appropriate balance between retaining directors with a deep knowledge of the Company and adding new directors with a fresh perspective, among other factors that are set forth below with respect to the nominees for election this year.

Item 1: Election of Directors (continued)

Our Board of Directors collectively represents the following backgrounds, key skills and competencies:

Listed below are the biographies of each director nominee. The biographies include information regarding each individual’s service as a director of the Company, business experience, director positions at public companies held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Governance, Environmental and Sustainability Committee and the Board to determine that the person should serve as a director for the Company.

The nine nominees for election at the annual meeting are listed below.

Item 1: Election of Directors (continued)

Item 1: Election of Directors (continued)

Item 1: Election of Directors (continued)

Item 1: Election of Directors (continued)

Item 1: Election of Directors (continued)

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

Director Nomination Process

In assessing the qualifications of candidates for nomination as director in addition to qualifications set forth in our bylaws, the Governance, Environmental and Sustainability Committee and the Board consider the following:

Item 1: Election of Directors (continued)

At least annually, the Governance, Environmental and Sustainability Committee reviews the overall composition of the Board, including the skills represented by incumbent directors, and the need for Board refreshment or expansion. The Board evaluates the makeup of its membership in the context of the Board as a whole, with the objective of recommending a group that (i) can effectively work together using its diversity of experience, skills, perspectives and backgrounds to see that the Company is well-managed with a focus on achieving the Company’s long-term business strategy and (ii) represents the interests of the Company and its shareholders. In seeking new director candidates, the Governance, Environmental and Sustainability Committee and the Board consider the skills, expertise and qualities that will be required to effectively oversee management of the business and affairs of the Company. The Governance, Environmental and Sustainability Committee and the Board also consider the diversity of the Board in terms of the geographic, gender, age and ethnic makeup of its members. The Board believes that a diverse membership enhances the Board’s deliberations and promotes inclusiveness.

Suggestions for potential nominees for director can come to the Governance, Environmental and Sustainability Committee from a number of sources, including incumbent directors, officers, executive search firms and others. If an executive search firm is engaged for this purpose, the Governance, Environmental and Sustainability Committee has sole authority with respect to the engagement. The Governance, Environmental and Sustainability Committee will also consider director candidates recommended by shareholders. The extent to which the Governance, Environmental and Sustainability Committee dedicates time and resources to the consideration and evaluation of any potential nominee brought to its attention depends on the information available to the Committee about the qualifications and suitability of the individual, viewed in light of the needs of the Board, and is at the Committee’s discretion. The Governance, Environmental and Sustainability Committee and the Board evaluate the desirability for incumbent directors to continue on the Board following the expiration of their respective terms, taking into account their contributions as Board members, the benefit that results from increasing insight and experience developed over a period of time and the skills needed to achieve the Company’s long-term business strategy.

Additionally, in connection with the Board’s ongoing refreshment process, Ms. Lewis was identified as a director candidate and recommended to the Board by Milton Carroll, our former Executive Chairman. Ms. Lewis was further vetted by a third-party consultant. The Governance, Environmental and Sustainability Committee evaluated and recommended Ms. Lewis’ appointment to the Board. The Board elected Ms. Lewis to the Board effective September 29, 2021. Further, Mr. Franklin was identified as a director candidate and recommended to the Board by Mr. Nesbitt. Mr. Franklin was further vetted by a third-party executive search firm who reviewed a slate of director candidates for the Company. The Governance, Environmental and Sustainability Committee evaluated and recommended Mr. Franklin’s nomination to the Board. The Board approved the nomination of Mr. Franklin.

Our bylaws provide that a shareholder may nominate a director for election if the shareholder sends a notice to our Corporate Secretary, which must be received at our principal executive offices between October 24, 2022 and January 22, 2023. The bylaws require that the notice must contain prescribed information, including, among other things, the name and address of the shareholder, the number of shares owned beneficially by the shareholder, the name and address of each of the persons with whom the shareholder is acting in concert, the number of shares of capital stock beneficially owned by each such person with whom the shareholder is acting in concert, and a description of all arrangements or understandings between the shareholder and each nominee and any other persons with whom the shareholder is acting in concert pursuant to which the nomination or nominations are made, as well as other procedural requirements. The shareholder must also provide the documentation and information about the nominee required by our bylaws, including information about the nominee that would be required to be disclosed in the proxy statement. If any of the foregoing information changes or requires supplementation, the proponent must update the information at the times provided in our bylaws. Except as required under the proxy access provisions of our bylaws, CenterPoint Energy is not required to include any shareholder proposed nominee in the proxy statement. You may obtain a copy of the bylaws describing the requirements for nomination of director candidates by shareholders on our website at https://investors.centerpointenergy.com/governance.

Item 1: Election of Directors (continued)

Proxy Access Requirements

In February 2017, we proactively adopted amendments to our bylaws to implement proxy access for our shareholders. These proxy access amendments permit a nominating group of up to 20 shareholders owning three percent or more of our common stock continuously for at least three years to nominate and include in our proxy materials for an annual meeting of shareholders director candidates constituting up to the greater of (i) 20 percent (or if such amount is not a whole number, the closest whole number below 20 percent) of our Board or (ii) two, provided that the shareholder (or group) and each nominee satisfy the requirements specified in our bylaws. An eligible shareholder wishing to nominate a candidate for election to the Board at the 2023 annual meeting of our shareholders, in accordance with the proxy access provisions in our bylaws, must provide such notice no earlier than November 23, 2022 and no later than December 23, 2022. Any such notice and accompanying nomination materials must meet the requirements set forth in our bylaws, which are publicly available at https://investors.centerpointenergy.com/governance.

Annual Board Self-Assessment and Director Peer Evaluation

The Board of Directors conducts a self-assessment of its performance and effectiveness as well as that of the three standing committees on an annual basis. The purpose of the self-assessment is to track progress from year to year and to identify ways to enhance the Board’s and its Committees’ effectiveness. Further, the Board of Directors, as part of its self-assessment, evaluates management’s preparation for Board and Committee meetings and the content presented at such meetings. As part of the assessment, each director completes a written questionnaire developed by the Governance, Environmental and Sustainability Committee to provide feedback on the effectiveness of the Board and its Committees.

Additionally, each director completes an individual evaluation for each of the other directors. The collective ratings and comments of the directors are compiled and presented by Mr. Cummings, the chair of the Governance, Environmental and Sustainability Committee, or by Mr. Nesbitt, with respect to Mr. Cummings’ evaluation, to the Governance, Environmental and Sustainability Committee and the full Board for discussion and action in connection with the director nomination process.

Director Independence

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

Under the listing standards, a majority of our directors must be independent, and the Audit, Compensation, and Governance, Environmental and Sustainability Committees are each required to be composed solely of independent directors. The standards for audit committee and compensation committee membership include additional requirements under rules of the Securities and Exchange Commission. The Board has determined that all of the members of each of its standing committees meet the applicable independence requirements. The listing standards relating to general independence require an affirmative determination by the Board that the director has no material relationship with the listed company and contain a listing of several specific relationships that preclude independence.

As contemplated by New York Stock Exchange rules then in effect, the Board adopted categorical standards in 2004 to assist in making determinations of independence. Under the rules then in effect, relationships falling within the categorical standards were not required to be disclosed or separately discussed in the proxy statement in connection with the Board’s independence determinations.

Item 1: Election of Directors (continued)

The categorical standards cover two types of relationships. The first type involves relationships of the kind addressed in either:

For those relationships, the categorical standards are met if the relationship neither requires disclosure nor precludes a determination of independence under either set of rules.

The second type of relationship is one involving charitable contributions by CenterPoint Energy to an organization in which a director is an executive officer. In that situation, the categorical standards are met if the contributions do not exceed the greater of $1 million or 2% of the organization’s gross revenue in any of the last three years.

In making its subjective determination regarding the independence of Messrs. Cummings, Franklin, McLean*, Nesbitt, Pound, Smith and Smitherman and Mses. Biddle**, Cloonan, Lewis and Rheney*, the Board reviewed and discussed additional information provided by the directors and the Company with regard to each director’s business and personal activities as they related to the Company and Company management. The Board considered the transactions in the context of the New York Stock Exchange’s objective listing standards, the categorical standards noted above and the additional standards established for members of audit, compensation and governance, environmental and sustainability committees.

Code of Ethics and Ethics and Compliance Code

We have a Code of Ethics for our Chief Executive Officer and Senior Financial Officers, which group consists of our Chief Financial Officer, Chief Accounting Officer, Treasurer and Controller. We will post information regarding any amendments to, or waivers of, the provisions of this code applicable to these officers at the website location referred to below under “Website Availability of Documents.”

We also have an Ethics and Compliance Code applicable to all directors, officers and employees. This code addresses, among other things, issues required to be addressed by a code of business conduct and ethics under New York Stock Exchange listing standards. Any waivers of this code for executive officers or directors may be made only by the Board of Directors or a committee of the Board and must be promptly disclosed to shareholders.

In 2021, no waivers of our Code of Ethics or our Ethics and Compliance Code were granted.

Conflicts of Interest and Related-Party Transactions

The Governance, Environmental and Sustainability Committee will address and resolve any issues with respect to related-party transactions and conflicts of interest involving our executive officers, directors or other “related persons” under the applicable disclosure rules of the Securities and Exchange Commission.

Our Ethics and Compliance Code provides that all directors, executive officers and other employees should avoid actual conflicts of interest as well as the appearance of a conflict of interest, and our Code of Ethics for our Chief Executive Officer and Senior Financial Officers similarly obligates the employees covered by that Code of Ethics (our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer and Controller) to handle actual or apparent conflicts of interest between personal and professional relationships in an ethical manner. Under our Ethics and Compliance Code, prior approval is required for any significant financial interest with suppliers, partners, subcontractors or competitors. Any questionable situation is required to be disclosed to the Legal Department or an employee’s direct manager.

Item 1: Election of Directors (continued)

Pursuant to our Corporate Governance Guidelines, the Governance, Environmental and Sustainability Committee Charter and our Related-Party Transaction Approval Policy, the Board has delegated to the Governance, Environmental and Sustainability Committee the responsibility for reviewing and resolving any issues with respect to related-party transactions and conflicts of interests involving executive officers or directors of the Company or other related persons under the applicable rules of the Securities and Exchange Commission. The Company’s Corporate Governance Guidelines require that (i) each director shall promptly disclose to the Chair of the Board and the Chair of the Governance, Environmental and Sustainability Committee any potential conflicts of interest he or she may have with respect to any matter involving the Company and, if appropriate, recuse himself or herself from any discussions or decisions on any of these matters, and (ii) the Chair of the Board shall promptly advise the Governance, Environmental and Sustainability Committee of any potential conflicts of interest he or she may have with respect to any matter involving the Company and, if appropriate, recuse himself or herself from any discussions or decisions on any of these matters.

The Office of the Corporate Secretary periodically gathers information from directors and executive officers regarding matters involving potential conflicts of interest or related-party transactions and provides that information to the Governance, Environmental and Sustainability Committee for review. Directors and executive officers are also required to inform the Company immediately of any changes in the information provided concerning related-party transactions in which the director or executive officer or other related person was, or is proposed to be, a participant. In accordance with our Related-Party Transaction Approval Policy, the standard applied in approving the transaction is whether the transaction is in the best interests of the Company and its shareholders.

There were no related-party transactions in 2021 that were required to be reported pursuant to the applicable disclosure rules of the Securities and Exchange Commission.

Majority Voting in Director Elections

Our bylaws include a majority voting standard in uncontested director elections. This standard applies to the election of directors at this meeting. To be elected, a nominee must receive more votes cast “for” that nominee’s election than votes cast “against” that nominee’s election. In contested elections, the voting standard will be a plurality of votes cast. Under our bylaws, contested elections occur where, as of a date that is 14 days in advance of the date we file our definitive proxy statement with the Securities and Exchange Commission (regardless of whether or not thereafter revised or supplemented), the number of nominees exceeds the number of directors to be elected.

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

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

Item 1: Election of Directors (continued)

Board Leadership

The offices of Chair of the Board and Chief Executive Officer are currently separate and have been separate since the formation of the Company as a new holding company in 2002. The Board believes that the separation of the two roles continues to provide, at present, the best balance of these important responsibilities with the Chair of the Board directing board operations and leading oversight of the Chief Executive Officer and management, and the Chief Executive Officer focusing on developing and implementing the Company’s board-approved strategic vision and managing its day-to-day business. The Board believes that separating the offices of Chair of the Board and Chief Executive Officer, coupled with regular executive sessions with only independent directors present, helps strengthen the Board’s independent oversight of management and provides an opportunity for the Board members to have more direct input to management in shaping the organization and strategy of the Company. A presiding independent director (typically the Independent Chair of the Board) leads the executive sessions. The presiding director provides the independent directors with a key means for communication and collaboration.

Further, in July 2021, in response to extensive shareholder feedback and the evaluation of evolving governance practices, the Company announced the creation and appointment of the Independent Chair of the Board role and the elimination of the Executive Chair position. The Board determined that this transition was necessary for the Company to continue to advance its strategic plan to drive sustainable value for the benefit of all its stakeholders. This transition to the Independent Chair role reaffirms the separation of the Chief Executive Officer and Chair of the Board roles.

The Board’s Role in Risk Oversight

CenterPoint Energy is a public utility holding company that, through its subsidiaries, owns and operates electric transmission, distribution and generation facilities and natural gas distribution facilities, provides energy performance contracting and sustainable infrastructure services. Risks are inherent in these businesses and investments, including, among other risks, regulatory and compliance risks, safety and operational risks, financial risks, environmental and climate risks and cybersecurity risks. The Board of Directors has responsibility for and is actively involved in the oversight of risks that could impact the Company. Our Corporate Governance Guidelines specify that the Board has ultimate oversight responsibility for the Company’s system of enterprise risk management.

Management is responsible for developing and implementing the Company’s program of enterprise risk management. A risk oversight committee, which is composed of senior executives from across the Company, monitors and oversees risks facing the Company. The Company’s General Counsel facilitates risk oversight committee meetings. The Committee provides risk assessment and control oversight for certain business activities, among other things. The Company’s enterprise risk management function further supports executive management’s, operational management’s and functional management’s execution of the Company’s strategic business objectives by conducting ongoing risk assessments and assisting with risk mitigation planning.

Throughout the year, the Board participates in reviews with management of the Company’s risk management process, the major risks facing the Company and steps taken to mitigate those risks. Board reviews include the following areas, among others:

Item 1: Election of Directors (continued)

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

The Board believes that the administration of its risk oversight function has not affected its leadership structure. In reviewing the Company’s compensation program, the Compensation Committee has made an assessment of whether compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company and has concluded that they do not create such risks as presently constituted.

Environmental, Social and Governance Oversight

As noted in the table above, the Board has charged the Governance, Environmental and Sustainability Committee with oversight responsibility of the Company’s environmental matters as well as assessing its sustainability strategy and initiatives. The Governance, Environmental and Sustainability Committee, the Board or both receive quarterly reports from management on the Company’s environmental and sustainability activities and risks, including risks related to climate change, among others. The Compensation Committee assists the Board in discharging its oversight responsibility for the Company’s human capital management matters, including its diversity, equity and inclusion initiatives, and supplier diversity program, among other programs. Management provides regular updates to the Compensation Committee on human capital management strategy and programs, and the Board is kept apprised of any developments in these areas. Additionally, management periodically provides updates directly to the Board on the Company’s environmental and sustainability activities as well as its diversity, equity and inclusion initiatives.

The Company voluntarily discloses key environmental, social and governance (ESG) matters and metrics in its Corporate Sustainability Report that follows the Global Reporting Initiative (GRI) framework and has been prepared in accordance with GRI Standards: Core Option. The Company has also disclosed information using the Sustainability Accounting Standards Board (SASB) standards for Electric Utilities & Power Generators and the Gas Utilities & Distributors sectors and incorporated both the Edison Electric Institute (EEI) and American Gas Association (AGA) Version 2 Templates into its annual sustainability reporting activities. This Corporate Sustainability Report reaffirmed the Company’s net zero carbon reduction goals and carbon policy, detailed the Company’s diversity, equity and inclusion initiatives, and provided an overview of the Company’s response to COVID-19 and safety and environmental activities, among other key ESG disclosures. The Company’s most recent Corporate Sustainability Report, published in September 2021, is available on its website at www.sustainability.centerpointenergy.com, in addition to the GRI Content Index, SASB Index and EEI and AGA Version 3 Templates. Unless specifically stated herein, documents and information on CenterPoint Energy’s website are not incorporated by reference in this proxy statement.

Item 1: Election of Directors (continued)

Executive Succession Planning and Leadership Development

Effective July 1, 2020, the Board appointed Mr. David J. Lesar to serve as the Company’s President and Chief Executive Officer. In connection with this appointment, the Board, in conjunction with management, is executing on a comprehensive executive succession planning process, which, among other things, is intended to identify and retain senior executive talent and provide development opportunities, as evidenced by certain leadership promotions considered by the Board and announced in 2021. As part of this process, the Company has taken into account feedback from shareholders received during its shareholder engagement program. In their feedback, shareholders emphasized a desire for the Company to ensure a strong pipeline of talent is developed and secured to continue the successful execution of the Company’s long-term strategy.

Director Attendance

Last year, the Board met 8 times, and the standing committees met a total of 18 times. Each incumbent director attended more than 75% of the meetings of the Board of Directors and each of the committees on which he or she served.

Directors are expected to attend annual meetings of shareholders. Except for Mr. Carroll, all then-current directors attended the 2021 annual meeting of shareholders.

Board Organization and Committees

The Board oversees the management of the Company’s business and affairs. The Board appoints committees to help carry out its duties. Messrs. Lesar and Nesbitt do not serve on any standing committees. The following table sets forth the standing committees of the Board and their members as of the date of this proxy statement, as well as the number of meetings each committee held during 2021:

Item 1: Election of Directors (continued)

Item 1: Election of Directors (continued)

Executive Sessions of the Board

Our Corporate Governance Guidelines provide that the members of the Board of Directors who are not officers of CenterPoint Energy will hold regular executive sessions without management participation. If at any time the non-management directors include one or more directors who do not meet the listing standards of the New York Stock Exchange for general independence, the Board must hold an executive session at least once each year including only the non-management directors who are also independent. An executive session of independent directors is currently scheduled in conjunction with each regular meeting of the Board of Directors. Currently, the Independent Chair of the Board (Mr. Nesbitt) presides at these sessions.

Item 1: Election of Directors (continued)

Shareholder Engagement

The Company believes that good governance practices include maintaining a consistent and transparent dialogue throughout the year with our shareholders, which helps contribute to the Company’s long-term success. Each year, we engage in shareholder outreach through various engagement channels including direct meetings, analyst conferences and road shows, among others, and proactively solicit feedback. We also reach out to the proxy governance teams of certain of our large institutional investors to solicit feedback on a range of topics, including, among other topics, our executive compensation program, including short-term and long-term incentive plan design and executive succession planning, ESG matters, including our corporate governance practices such as board structure, composition and refreshment, environmental and sustainability matters, such as climate change and our carbon emissions reduction goals, human capital management, including our diversity, equity and inclusion initiatives, and proxy statement disclosure.

In response to the outcome of the 2021 advisory vote on the compensation of our named executive officers, commonly known as a “say-on-pay” vote, CenterPoint Energy solicited feedback and perspectives from our shareholders, particularly with respect to our executive compensation program. As part of this process, we contacted shareholders representing 68.3% of our outstanding shares of common stock during 2021, and, while our engagement efforts are ongoing, as of March 1, 2022, shareholders representing 18.8% of our outstanding shares agreed to engage with us. Key members of our executive leadership representing Human Resources, Investor Relations, Environmental and Sustainability, and Corporate Governance participated in our shareholder engagement. For further information on the results of our 2021 “say-on-pay” vote, the shareholder feedback we received and our responses thereto, please refer to “Compensation Discussion and Analysis—Executive Summary—Shareholder Outreach and Say-On-Pay.”

At this year’s meeting, our shareholders will again have the opportunity to cast an advisory vote on the compensation of our named executive officers. This vote provides our shareholders the opportunity to express their views regarding the compensation program for our named executive officers as disclosed in this proxy statement. As an advisory vote, the say-on-pay vote at the meeting will not be binding upon CenterPoint Energy or the Board of Directors. However, the Board of Directors values the opinions expressed by our shareholders, and the Compensation Committee will consider the outcome of the vote when making future compensation decisions for our named executive officers. For additional information, please refer to “Advisory Vote on Executive Compensation (Item 3).”

At our 2017 annual meeting of shareholders, we conducted an advisory vote on the frequency of future shareholder advisory votes on executive compensation, at which the Board of Directors recommended that our shareholders vote in favor of holding annual say-on-pay votes instead of the other options presented. At our 2017 annual meeting of shareholders, the shares of our common stock that voted in favor of one of the three available frequency recommendations (excluding abstentions and broker non-votes) were as follows:

Item 1: Election of Directors (continued)

Consistent with the results of both the 2011 and 2017 advisory votes, we will continue to hold future say-on-pay votes annually until we next hold an advisory vote on the frequency of say-on-pay votes in 2023 as required under Securities and Exchange Commission rules.

Communications with Directors

Interested parties who wish to make concerns known to the non-management directors may communicate directly with the non-management directors by making a submission in writing to “Board of Directors (independent members)” in care of our Corporate Secretary at the address indicated on the first page of this proxy statement. Aside from this procedure for communications with the non-management directors, the entire Board of Directors will receive communications in writing from shareholders. Any such communications should be addressed to the Board of Directors in care of the Corporate Secretary at the same address.

Website Availability of Documents

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

Compensation of Directors

The Governance, Environmental and Sustainability Committee of the Board oversees fee levels and other elements of compensation for CenterPoint Energy’s non-employee directors. The Governance, Environmental and Sustainability Committee evaluates on an annual basis the non-employee director compensation program with a view to approximate CenterPoint Energy’s peer group median and align non-employee director compensation with our shareholders’ interests. This evaluation considers the significant time expended and background, experience and skill levels required to fulfill the duties of a non-employee director. The Governance, Environmental and Sustainability Committee’s independent compensation consultant annually benchmarks and evaluates the competitiveness of CenterPoint Energy’s non-employee directors’ compensation program, including a comparison of the compensation components to that of peer companies. Based on the Governance, Environmental and Sustainability Committee’s recommendations, the Board of Directors then determines the final compensation for all non-employee directors each year.

Directors receive a cash retainer and are eligible to receive annual grants of our common stock under the CenterPoint Energy, Inc. Stock Plan for Outside Directors, as amended. Directors no longer receive meeting fees, and participation in a plan providing split-dollar life insurance coverage has been discontinued for directors commencing service after 2000.

Stock ownership guidelines for non-employee directors were originally adopted in February 2011. Under the current guidelines, each non-employee director is required to own shares of CenterPoint Energy common stock with a value equal to at least five times the director’s regular annual cash retainer. New directors are required to attain the specified level of ownership within five years of joining the Board.

Retainer Fees

Retainers are paid to our non-employee directors on a quarterly basis in arrears. Our non-employee directors receive an annual retainer of $115,000. The Chairs of the Audit, Compensation, and Governance, Environmental and Sustainability Committees each receive a supplemental annual retainer for service as committee chair. In addition to

Item 1: Election of Directors (continued)

the annual retainer, our Independent Chair of the Board receives a supplemental retainer for his services to the Board. Our current non-employee annual and supplemental retainer fees are as follows:

Fees earned or paid in 2021 are set forth in the Fees Earned or Paid in Cash column of the Director Compensation Table.

Stock Plan for Outside Directors

Each non-employee director serving as of May 1, 2021 was granted an annual stock award under our Stock Plan for Outside Directors in 2021. The cash value of these awards, as of the grant date, is set annually by the Board. The number of shares awarded is then determined by dividing the cash value by the fair market value of the common stock on the grant date. In 2021, for each non-employee director serving as of May 1, 2021, the Board determined a cash value for the stock award, as of the grant date, of $155,000, resulting in a stock award to each non-employee director of 6,347 shares of common stock. The annual stock awards granted under our Stock Plan for Outside Directors are immediately fully vested upon grant.

In addition to the annual grant, our Stock Plan for Outside Directors provides that a non-employee director may receive a one-time, initial grant of shares of common stock upon first commencing service as a director, based on a cash value, as of the date of the grant, set by the Board. Any such awards granted are immediately fully vested. The Board made a one-time initial grant under this provision of the Stock Plan for Outside Directors to Ms. Lewis on September 29, 2021 with a cash value for such award, as of the grant date, of $90,877, resulting in a stock award to Ms. Lewis of 3,619 shares of common stock.

Deferred Compensation Plan

We maintain a deferred compensation plan that permits directors to elect each year to defer all or part of their annual retainer and supplemental annual retainer for committee chairmanship or independent chairmanship. Interest accrues on deferrals at a rate, adjusted annually, equal to the average yield during the year of the Moody’s Long-Term Corporate Bond Index plus two percent. Directors participating in this plan may elect at the time of deferral to receive distributions of their deferred compensation and interest in three ways:

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.

Item 1: Election of Directors (continued)

Other Compensation

As of December 2021, each director may participate in CenterPoint Energy Foundation, Inc.’s Easy Match Program (the Easy Match Program). The Easy Match Program matches dollar-for-dollar contributions made by directors and employees of CenterPoint Energy to qualified charitable contributions up to a certain amount each year. Directors may have their qualifying charitable contributions up to $50,000 per year matched under the Easy Match Program.

Director Compensation Table

The table below and the narrative in the footnotes provide compensation amounts for our non-employee directors for 2021, 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.

STOCK OWNERSHIP

The following table shows stock ownership of known beneficial owners of more than 5% of CenterPoint Energy’s common stock, each director or nominee for director, the Chief Executive Officer, the Chief Financial Officer, the other executive officers for whom we are providing detailed compensation information under “Executive Compensation Tables” and our current executive officers, directors and director nominees as a group. Information for the executive officers, directors and director nominees is given as of March 1, 2022 except as otherwise indicated. The directors, director nominees and officers, individually and as a group, beneficially own less than 1% of CenterPoint Energy’s outstanding common stock. Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (Exchange Act) and, except as otherwise indicated, the respective holders have sole voting and investment powers over such shares.

Stock Ownership (continued)

COMPENSATION DISCUSSION AND ANALYSIS

The following compensation discussion and analysis as well as the information provided under the “Executive Compensation Tables” section contains information regarding measures applicable to performance-based compensation and targets and other achievement levels associated with these measures. CenterPoint Energy cautions investors not to regard this information, to the extent it may relate to future periods or dates, as forecasts, projections or other guidance. The reasons for this caution include the following: The information regarding performance objectives and associated achievement levels was formulated as of earlier dates and does not take into account subsequent developments. The objectives may include adjustments from, or otherwise may not be comparable to, financial and operating measures that are publicly disclosed and may be considered of significance to investors. Some achievement levels, such as those relating to incentives for exceptional performance, may be based on assumptions that differ from actual results.

The Compensation Committee of the Board of Directors has developed a compensation program that aligns executive compensation with short-term and long-term performance against financial, operational and strategic goals that are key to delivering long-term value for our shareholders. This Compensation Discussion and Analysis (CD&A) describes our executive compensation program, including the objectives and elements of compensation, as well as recommendations and determinations made by the Compensation Committee regarding the compensation of our named executive officers.

Executive Summary

Our named executive officers for 2021 are listed below:

David J. Lesar		Jason P. Wells		Scott E. Doyle		Kenneth M. Mercado		Monica Karuturi
President, Chief Executive Officer & Director		Executive Vice President & Chief Financial Officer		Executive Vice President, Utility Operations		Former Executive Vice President, Electric Utility*		Executive Vice President and General Counsel

Compensation Discussion and Analysis (continued)

Our named executive officers for 2021 also include Milton Carroll, our former Executive Chairman, who exited the Company during 2021 following the elimination of the Executive Chairman position.

In this proxy statement, we refer to David J. Lesar, Jason P. Wells, Scott E. Doyle, Kenneth M. Mercado and Monica Karuturi as our “senior executive officers.” We also describe and discuss the compensation of our Executive Chairman prior to his exit from the Company on July 21, 2021. We refer to our Executive Chairman, prior to his departure, and our senior executive officers collectively as our “named executive officers” in this proxy statement.

Shareholder Engagement and Say-on-Pay Vote

Feedback from our shareholders is a critical part of our Company’s and the Compensation Committee’s approach to designing our executive compensation program. Each year, we engage in shareholder outreach through various engagement channels including direct meetings, analyst conferences and road shows, among others, and proactively solicit feedback. We also reach out to the proxy governance teams of certain of our large institutional investors to solicit feedback on a range of topics, including, among other topics, our executive compensation program, including short-term and long-term incentive plan design, executive succession planning and ESG matters, including our corporate governance practices such as board structure, composition and refreshment, environmental and sustainability matters, such as climate change and our net zero emission goals, human capital management, including our diversity, equity and inclusion initiatives, and proxy statement disclosure.

At the 2021 Annual Meeting of Shareholders, we received 79.9% support on our annual advisory vote on executive compensation, up from 57% support at our 2020 Annual Meeting of Shareholders. Our executive compensation programs have historically received strong shareholder support (averaging over 90% prior to 2020). In providing this increased support in 2021, shareholders noted particular satisfaction with the Company’s efforts to increase the focus of our named executive officers’ compensation on meeting certain utility EPS targets to more directly align their interests with our shareholders and the addition of the diversity and inclusion negative modifier to our named executive officers’ short-term incentive plan.

In response to feedback consistently provided throughout the Company’s engagement efforts, in July 2021, the Board announced the implementation of a new independent leadership and governance structure following the substantial refreshment of the Board. As a result, the independent members of the Board appointed Mr. Martin H. Nesbitt to the newly created position of Independent Chair of the Board and eliminated the position of Executive Chairman. In connection with, and in support of, these transitions, the Compensation Committee approved certain compensation arrangements as described below in the “Transition to New Independent Board Governance Structure” section.

Following these changes, in response to the outcome of the 2021 advisory vote for executive compensation and as part of our commitment to solicit and understand the perspectives of our shareholders we reached out to 28 of our top shareholders, representing 68.3% of our outstanding shares, to request meetings to discuss our executive compensation program and ESG matters. We explicitly sought to discuss and receive feedback on the new governance structure, the compensation arrangements of the former Executive Chairman, Mr. Milton Carroll, and our President and CEO, Mr. David Lesar, and our proposed change to incorporate a carbon reduction goal into our long-term incentive plan. While our engagement efforts are ongoing, as of March 1, 2022, eleven shareholders representing 18.8% of our outstanding shares agreed to engage with us.

From November 2021 to February 2022, key members of our executive leadership team representing Human Resources, Investor Relations, Corporate Governance, and Environmental and Sustainability participated in our shareholder engagement. For each shareholder meeting, we offered to include a member of the Board. We provided an open forum to each shareholder to discuss and comment on any aspects of the Company’s executive compensation program or ESG matters. Overall, we received generally positive and/or constructive feedback from the shareholders who engaged with us regarding the Company’s strategic reset and senior management team, responsiveness to feedback shared through our prior engagement efforts, the new governance structure, our compensation philosophy for our salaries, short-term incentive plan and long-term incentive plan, and our ESG

Compensation Discussion and Analysis (continued)

practices. The Company, after this engagement with these shareholders, agreed to keep in contact with them, as well as the other shareholders who chose not to engage with the Company, to continue to receive any such feedback they may have on the Company’s executive compensation program and our ESG practices.

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

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

Compensation Discussion and Analysis (continued)

Compensation Discussion and Analysis (continued)

In addition to engaging with our shareholders, we also engaged with representatives from Institutional Shareholder Services and Glass Lewis to gain clarity on matters they highlighted in their reports to investors, including how they evaluated our 2021 proxy disclosure and how they intend to evaluate our 2022 proxy disclosure.

2021 Business Strategy Highlights

We entered 2021 with the goal of transforming CenterPoint Energy into a premium utility company and we are now well on the path to achieving that goal. It was a transformative year in which we unveiled our new long-term strategy, focused on delivering sustainable rates for our customers, sustainable earnings growth for our shareholders, and a sustainable and positive impact on the environment for the communities we serve.

We achieved significant progress on key strategic objectives in 2021, including increasing our utility EPS (as defined below) growth target and delivering on our financial performance, setting a long-term capital plan that we believe will further enhance the safety, reliability and resiliency of our service to customers, executing on our strategic transactions to become a pure play utility, making significant progress towards the transition of our generation assets and announcing our first ever net zero direct emissions goal. We also implemented changes in our Board composition and the structure of our management team, bringing in new perspectives and leveraging their expertise to advance CenterPoint Energy on its path to becoming a premium utility.

2021 Executive Compensation Highlights

Our 2021 named executive officer compensation reflects the Company’s significant financial, operational and strategic successes during a transformative year. The Compensation Committee considered our named executive officers’ leadership of the Company to advance the Company on its path to becoming a premium utility by launching the Company’s first 10-year capital plan, the successful sale of the Company’s LDC businesses in Arkansas and Oklahoma, ongoing execution of our plan to exit the midstream industry as evidenced by our support of the merger between Enable Midstream Partners, LP and Energy Transfer LP and recognized the Company’s strong performance with its compensation decisions. While we believe our strong performance is supported by our cumulative net income from 2019 to 2021, our shareholder returns over this period did not reflect this performance, as shown in our performance share unit award results addressed below; however, we remain committed to delivering on a strategy that we believe will create additional value for our customers and investors.

Compensation Discussion and Analysis (continued)

Compensation actions associated with our 2021 independent governance transition activities are described below.

Transition to New Independent Board Governance Structure

Based on extensive feedback from shareholders and evaluation of evolving governance practices, the independent members of the Board determined that a significant leadership and governance transition was necessary for the Company to continue to advance its strategic plan to drive sustainable value for the benefit of all its stakeholders. A new governance structure was implemented in July 2021 whereby the Board created a new position of Independent Chair of the Board and eliminated the position of Executive Chairman resulting in Mr. Carroll exiting from his leadership role and position on the Board. Mr. Nesbitt was appointed to the newly created Independent Chair position. In connection with, and in support of, these transitions, the Compensation Committee approved certain compensation arrangements as described below. These arrangements represent the cumulation of multiple years of transition at the executive level of the Company. When making these compensation decisions, the Compensation Committee and the independent members of the Board held numerous Board and committee meetings, which included the engagement of outside counsel, and took into account various stakeholder views as part of an informed decision-making process. Additionally, the Compensation Committee’s independent compensation consultant provided the Chair of the Compensation Committee with relevant market data and past precedent for the Compensation Committee’s and Board’s reference. Following the implementation of these decisions, management engaged with shareholders who indicated strong support for the new Board structure and for the continued leadership of the Company by Mr. Lesar. The Board believes these arrangements have supported a smooth transition to this independent governance structure and ongoing execution of our long-term corporate strategy. Additional information regarding the Compensation Committee’s and Board’s rationale in support of each respective compensation arrangement is set forth below.

President and Chief Executive Officer, David Lesar – Retention Awards

On July 20, 2021, upon the approval and recommendation of the Compensation Committee and approval of the Board, the Company entered into a retention incentive agreement with Mr. Lesar (the Retention Incentive Agreement). Under the terms of the Retention Incentive Agreement, Mr. Lesar will receive a total of 1 million shares of common stock of the Company (the Total Stock Award) to be granted in multiple annual awards. In July 2021, 400,000 restricted stock units were awarded to Mr. Lesar that will vest in December 2022. Restricted stock unit awards covering the remaining 600,000 shares will be awarded to Mr. Lesar in February 2022 and February 2023, in each case covering the remainder of the Total Stock Award not previously awarded or such lesser number of restricted stock units as permitted under the annual individual award limitations under the LTIP and vesting in December 2023. These awards will also fully vest upon death, disability, termination without cause, or resignation for good reason, as defined in the award agreements, that occurs prior to the vesting date. In the event any shares under the Total Stock Award remain unawarded, in February 2024, a fully vested stock bonus award of the remaining shares will be granted. The Retention Incentive Agreement also provides Mr. Lesar with a cash award (the Dividend Equivalent Award) consisting of the right to receive the amount of dividends paid on the number of shares subject to each equity-based retention award for the period between July 20, 2021 and the grant date of such award, with the Dividend Equivalent Award to vest and be paid on the same terms as the related equity-based award. In the

Compensation Discussion and Analysis (continued)

event of death, disability, termination without cause, or resignation for good reason, as defined in the Retention Incentive Agreement, that occurs prior to the full Total Stock Award being awarded, the Company will pay a lump sum cash payment equal to the value of the unawarded equity-based awards, based on the closing trading price of Common Stock on the date of the event’s occurrence and any amounts accrued through the date of the event under the Dividend Equivalent Award. In addition, in the event of termination without cause or resignation for good reason, the Company will pay the expenses for Mr. Lesar to maintain an office and administrative assistant for five years following his termination.

When considering the Retention Incentive Agreement, the Compensation Committee and the independent members of the Board held numerous meetings where they engaged outside counsel, and the Compensation Committee’s independent compensation consultant provided the Chair of the Compensation Committee with relevant market data and past precedent for the Compensation Committee’s and Board’s reference. Further, the Compensation Committee and the independent members of the Board took into consideration various stakeholders’ views, including strong support for Mr. Lesar’s leadership and desire to retain Mr. Lesar to continue to execute on the Company’s corporate strategy towards becoming a premium utility. Following the announcement of the Retention Incentive Agreement and as part of the Company’s engagement efforts, shareholders continued to express their support for Mr. Lesar and the importance that the Company continue to retain Mr. Lesar. The Compensation Committee and the Board approved the Retention Incentive Agreement to retain a highly-experienced CEO with a proven track record across industries during the implementation of a new independent leadership and governance structure and the establishment and commencement of a new long-term corporate strategy. The Compensation Committee and the Board noted the strong performance of Mr. Lesar in leading the Company during a time of transition, first as the chair of the Business Review and Evaluation Committee of the Board, and later as CEO. Mr. Lesar helped set the Company on the path of becoming a premium utility and oversaw the launch of the first 10-year plan for the Company, the divestiture of the Company’s holdings in Enable Midstream Partners, LP and the successful divestiture of certain LDC assets in Oklahoma and Arkansas, all of which has been well-received by shareholders. Mr. Lesar was able to accomplish these transformative steps during the backdrop of the COVID-19 pandemic. Further, the agreement encourages the continued leadership by Mr. Lesar for multiple years to provide executive management continuity, drive successful execution of the Company’s value-creation strategy and implement a successful executive leadership succession plan. In particular, the Compensation Committee and Board considered Mr. Lesar’s experience in successfully developing strong succession candidates and the need, as expressed by the Company’s shareholders, for the Company to have a long-term succession plan to ensure the ongoing successful execution of the Company’s long-term strategy. Given Mr. Lesar’s strong performance and his success in leading companies in different markets, the Compensation Committee and the Board were aware of other companies who were interested in recruiting Mr. Lesar. The Compensation Committee and the Board further noted that Mr. Lesar’s then current outstanding incentive awards were insufficient to incentivize the retention of Mr. Lesar and more strongly align his interests with those of shareholders. Further, in light of the separation of Mr. Carroll, the Board determined that the retention award was necessary to ensure continuity of leadership and stability by retaining Mr. Lesar. Given Mr. Lesar’s strong performance and strong support for Mr. Lesar expressed by the Company’s shareholders, the Compensation Committee and the Board determined that solely time-based awards were necessary to retain Mr. Lesar and noted the vast majority of Mr. Lesar’s annual LTI awards includes performance metrics as is the case for all other senior executives of the Company. For the above reasons, the Compensation Committee and the Board believed the Retention Incentive Agreement was appropriate to retain Mr. Lesar to continue to lead the Company on a successful path towards becoming a premium utility.

Executive Chairman, Milton Carroll – Severance Arrangement

On July 21, 2021, upon the approval and recommendation of the Compensation Committee and approval of the Board, the Company entered into a separation agreement with Mr. Carroll (the Separation Agreement). Under the terms of the Separation Agreement, Mr. Carroll was required to exit the position of Executive Chairman on July 21, 2021 and from his position on the Board by September 30, 2021. Further, Mr. Carroll was required to comply with various restrictive and other covenants, execute a release of claims against the Company and provide transition

Compensation Discussion and Analysis (continued)

services, cooperation and other support as may be reasonably requested by the Company. As part of his severance, Mr. Carroll received a cash payment of approximately $28 million and the vesting of his outstanding 2019, 2020 and 2021 equity awards, to be paid based on the actual achievement of applicable performance objectives.

When considering the Separation Agreement, the Compensation Committee and the independent members of the Board held numerous Board and committee meetings where they engaged outside counsel, and the Compensation Committee’s independent compensation consultant provided the Chair of the Compensation Committee with relevant market data and past precedent for the Compensation Committee’s and Board’s reference. Further, the Compensation Committee and the independent members of the Board took into consideration numerous requests from shareholders to eliminate the Executive Chair position to align the Company with current best governance practices. Following the announcement of the Separation Agreement and as part of the Company’s engagement efforts, shareholders continued to express their support for the elimination of the Executive Chair position. The Compensation Committee and Board approved the terms of the Separation Agreement to have a smooth implementation of the new independent leadership and governance structure for the Company and the Board by, among other things, allowing for the management of the timing of the transition. Further, the Separation Agreement ensured availability and cooperation of the outgoing Chair of the Board with transition support to the new independent Chair of the Board, which took into account the continued need for Mr. Carroll’s support of a smooth transition given his strong ties to the Houston community and key stakeholders of the Company as well as his institutional knowledge. In addition, the Board received shareholder feedback that succession planning and leadership stability was a priority. In light of this, the Board determined it was necessary to ensure continuity of leadership and stability by entering into the Separation Agreement with Mr. Carroll that would require him to provide transition support while simultaneously entering into a retention agreement with Mr. Lesar. Further, the severance arrangement reflects that Mr. Carroll’s position was terminated in order to respond to shareholder feedback, ESG considerations and to implement best governance practices for the Company.

Executive Compensation Program Overview

Our Compensation Objectives

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

Compensation Discussion and Analysis (continued)

Compensation Program Key Features and Best Practices

The following are key features of our executive compensation program, which we believe are governance best practices and align the interests of management with those of our shareholders.

Design of Executive Compensation Program

Key Compensation Components and Purpose

We strive to provide compensation that is competitive, both in total and in individual components, with the companies we believe are our peers and likely competitors for executive talent.

We also motivate our executives to achieve individual and business performance objectives by varying their compensation in accordance with our overall success. Actual compensation in a given year will vary based on our performance, and to a lesser extent, on qualitative appraisals of individual performance. We expect our senior executive officers to have a higher percentage of their total compensation at risk to align each of our senior executive officers with the short-term and long-term performance objectives of CenterPoint Energy and with the interests of our shareholders.

Compensation Discussion and Analysis (continued)

The key components of our 2021 compensation programs, including certain changes beginning in 2022, and their purpose in advancing our strategic objectives are outlined below.

Compensation Discussion and Analysis (continued)

Pay For Performance

The guiding principle of our compensation philosophy is that the interests of executives and shareholders should be aligned and that pay should be based on performance. Our program provides upside and downside potential, depending on actual results, as compared to predetermined measures of success.

A significant portion of our named executive officers’ total direct compensation, which includes base salary in addition to the short-term and long-term incentive components, as applicable, is conditioned upon achieving results that are key to our long-term success and increasing shareholder value. In addition, we may from time to time pay transaction- or project-specific bonuses in recognition of extraordinary efforts by certain individuals, which may include our named executive officers.

The following graphics reflect the components of the target total direct compensation opportunities provided to our named executive officers.

TARGET COMPENSATION MIX AS OF DECEMBER 31, 2021

(consisting of base salary, short-term incentives and long-term incentives*)

*The graphics do not include retention or sign-on awards.

**The graphic represents the average size of each component as a percentage of each named executive officer’s (other than the Chief Executive Officer’s and former Executive Chairman) target total direct compensation opportunities (approved by the Compensation Committee in 2021).

Compensation Discussion and Analysis (continued)

2021 Executive Compensation Program

2021 Target Compensation Opportunities for Named Executive Officers

The overall objectives and structure of our executive compensation program for our named executive officers remained largely unchanged in 2021 as compared to 2020. In February 2021 the Compensation Committee reviewed the base salary and short-term and long-term incentive targets, as applicable, for each of our named executive officers and determined their respective base salaries and short-term and long-term incentive targets, as applicable, to provide each officer a competitive total direct compensation opportunity as shown below.

Base Salary

Base salary is the foundation of total compensation. Base salary recognizes the job being performed and the value of that job in the competitive market. Base salary must be sufficient to attract and retain the executive talent necessary for our continued success and provides an element of compensation that is not at risk to avoid fluctuations in compensation that could distract our executives from the performance of their responsibilities. We may from time to time also make certain retention payments to our executive officers. For example, in 2021, Ms. Karuturi received $80,000 as a cash retention bonus.

Adjustments to base salary primarily reflect either changes or responses to changes in market data or increased experience and individual contribution of the employee. The typical date for making these adjustments is on or about April 1 of each year; however, adjustments may occur at other times during the year to recognize new responsibilities or new data regarding the market value of the job being performed.

In February 2021, the Compensation Committee reviewed the base salary for each of our named executive officers and determined their respective base salaries in recognition of the scope of their respective roles and to align their base salaries with market benchmarks.

Compensation Discussion and Analysis (continued)

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 base salary earned during the year.

The Compensation Committee generally determines each named executive officer’s short-term incentive target based on the competitive market data developed by its compensation consultant and recommendations from the Chief Executive Officer for officers other than himself.

Each year, the Compensation Committee identifies incentive plan metrics that align with our strategy and with the interests of, and our commitments to, our shareholders. The Compensation Committee establishes and approves the specific performance objectives under the short-term incentive plan based on financial and operational factors determined to be critical to achieving our desired business plans and designed to reflect goals and objectives to be accomplished over a 12-month measurement period. After the end of the year, the Compensation Committee compares the actual results to the pre-established performance objectives and certifies the extent to which the objectives are achieved under the plan. For the 2021 year, in response to shareholder feedback, the Compensation Committee established that the short-term incentive plan for our named executive officers would be based on achieving a utility EPS target, with a downward modifier for diversity, equity and inclusion metrics.

The entirety of each individual award is subject to the Compensation Committee’s discretion, consistent with the Company’s philosophy to pay for performance. In determining whether to exercise its discretion, the Compensation Committee may assess an individual executive’s contribution to the achievement of the performance objectives and any special circumstances and may also consider the input of our Chief Executive Officer on the amount to be awarded to each of the other named executive officers.

The short-term incentive plan metrics for the 2021 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.

* Adjustments are detailed as part of the “Executive Compensation Tables – Non-Equity Incentive Plan Awards” disclosure and a reconciliation can be found in Appendix B.

Establishing Performance Measures and Target Ranges

The Compensation Committee establishes annual performance measures that align with our business strategy and contribute to our long-term shareholder value proposition. The Compensation Committee establishes performance measures and the scaling of the levels necessary to achieve threshold, target and maximum performance, based on

Compensation Discussion and Analysis (continued)

strategic priorities for the organization and an assessment of expected business performance during the measurement period. The utility EPS target level is based on achieving 7% growth relative to 2020 actual performance. The diversity and inclusion negative modifier’s targets are based on 2020 and 2021 actual results.

2021 Short-Term Incentive Plan Results

The table below illustrates CenterPoint Energy’s 2021 performance against the pre-established short-term incentive plan measures. In 2021, the senior executive team achieved 150% of target under the utility EPS metric of the short-term incentive plan reflecting the team’s pivotal role in supporting the Company’s strong financial performance. Pursuant to the recommendation of the CEO and other executive team members, the Compensation Committee exercised its discretion to reduce the short-term incentive plan achievement level to be in line with that of the broader CenterPoint Energy management and employee population. In supporting this exercise of negative discretion, the Compensation Committee noted senior management’s desire to encourage improvements in Company performance with regard to certain safety and customer satisfaction metrics.

Individual Short-Term Incentive Plan Awards for 2021 Performance

Based on our approved level of achievement of the 2021 performance objectives at 110% and an assessment of each individual’s performance by the Compensation Committee, the 2021 short-term incentive awards for our named executive officers, expressed as a percentage of their individual target awards, were as follows:

Long-Term Incentive Plan

We provide a long-term incentive plan in which each of our named executive officers and certain other management-level employees participate. Our long-term incentive plan is designed to align the interests of our participants with

Compensation Discussion and Analysis (continued)

those of our shareholders and reward participants for sustained improvements in our financial performance and increases in the value of our common stock and dividends over an extended period.

The vesting period for long-term incentive plan awards is three years to incentivize participants to deliver sustainable business results in service of our long-term strategy, reward longer-term Company performance and encourage retention. In accordance with the terms of our long-term incentive plan, our practice is to price annual grants of equity awards at the closing market price for our common stock on the New York Stock Exchange on the grant date, which is the date the Compensation Committee approves the grants.

2021 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 Compensation Committee also reviews the allocation of the long-term incentive opportunity between performance share units and restricted stock unit awards. The Compensation Committee approved an allocation between performance share units and restricted stock unit awards of 75% and 25% respectively, for 2021. Prior to 2021, the allocation between performance share units and restricted stock unit awards was 70% and 30%, respectively.

Performance Share Unit (“PSU”) Awards (75% of Award Value)

Our 2021 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. Forty-five percent of long-term compensation is based on the TSR metric. The remaining 30% is based on achieving a specified utility EPS goal in 2021 and non-GAAP EPS goal in 2022 and 2023 over the three-year performance cycle.

If actual achievement for the performance objective under an award does not meet at least the threshold level, the Compensation Committee will not approve a distribution for the award. If a performance objective meets or exceeds the threshold level, the threshold payout for these awards is 33% of target for the total shareholder return performance objective and 50% of target for the applicable EPS performance objective, and the maximum payout opportunity is 200% of target for the total shareholder return performance objective and 150% of target for the applicable EPS performance objective.

2021 PSU   Awards

Relative TSR 45%

Percentile Rank

Payout Scale

Cumulative Utility EPS/ non-GAAP EPS* 30%

Payout Scale**

Payout Range    0% - 180%

Measures average share price performance over a three-year performance period, relative to Peer Group***

2nd position or higher

Maximum (200%)

Measures utility EPS performance in 2021 and non-GAAP EPS performance in 2022 and 2023

Maximum   (150%)

Achievement between these two levels determined utilizing linear interpolation based on position

25th percentile

Threshold (33%)

Target (100%)

Below 25th percentile

0%

Threshold (50%)

*Utility EPS is a non-GAAP metric which includes net income from the Electric and Natural Gas segments, as well as after tax Corporate and Other operating income and an allocation of corporate overhead based upon the Utility’s relative earnings contribution. Non-GAAP EPS is a non-GAAP metric which includes consolidated net income. Both metrics are adjusted for certain factors to reflect what we consider to be our fundamental business performance

Compensation Discussion and Analysis (continued)

**Linear interpolation between award levels

***Results will represent an average of 20 TSR calculation periods, beginning the first 20 of the last 30 trading days preceding the performance period and ending the first 20 of the last 30 trading days of the performance period

Relative TSR (45% of Award Value)

Maximum achievement (200% of target) requires CenterPoint Energy to rank second or higher in our TSR Peer Group, but no shares would vest if the Company ranks below the 25th percentile in that comparison (threshold level). For this performance objective, the number of PSUs granted will vest using linear interpolation between the threshold and maximum achievement levels.

The 18 companies utilized for measuring TSR are the same companies represented in our Peer Group disclosure below. We believe the peer group is a reasonable proxy for the universe of companies engaged in businesses similar to ours and is appropriate for measuring relative TSR.

Cumulative Utility EPS/non-GAAP EPS (30% of Award Value)

The Compensation Committee established a utility EPS target for 2021 and a non-GAAP EPS target for 2022 and 2023 as the other performance objective for long-term incentive awards made in 2021. Utility EPS is a non-GAAP metric which includes net income from the Electric and Natural Gas segments, as well as after tax Corporate and Other operating income and an allocation of corporate overhead based on the Utility’s relative earnings contribution. Non-GAAP EPS is a non-GAAP metric which includes consolidated net income. Both metrics are also adjusted for certain factors to reflect what we consider to be our fundamental business performance. For a detailed description of the calculation of utility EPS, see “Executive Compensation Tables—Non-Equity Incentive Plan Awards” and a reconciliation to the nearest GAAP measure can be found in Appendix B.

Restricted Stock Unit Awards (25% of Award Value)

The restricted stock units (RSUs or stock awards) are intended to retain executive officers and reward them for absolute long-term stock appreciation while providing some value to the recipient even if the stock price declines. In this way, the RSUs help balance against the variable, at-risk nature of the performance share unit awards and promote retention. The RSUs (other than the retention awards granted to Mr. Lesar and any sign-on awards) are subject to CenterPoint Energy achieving positive operating income in the last full calendar year of the vesting period.

2021 Long-Term Incentive Awards for Named Executive Officers

On February 18, 2021, the Compensation Committee authorized awards as shown in the table below. Vesting and payout of the performance unit shares requires continuous service through the performance period and will be determined based on the level of achievement of each performance objective over the three-year cycle of 2021 through 2023. Vesting of stock awards requires continuous service through the vesting date and achievement of positive operating income in the last full calendar year of the vesting period. For additional detail regarding the grants, see “Executive Compensation Tables—Equity Incentive Plan Awards—Long-term Incentive Plan Awards Granted in 2021.”