CenterPoint Energy

At the 2022 Annual Meeting of Shareholders of CenterPoint Energy, Inc. ("CenterPoint Energy"), which was held on April 22, 2022 (the "2022 Annual Meeting"), CenterPoint Energy's shareholders approved the CenterPoint Energy, Inc. 2022 Long Term Incentive Plan (the "2022 Plan"). The 2022 Plan was previously approved, subject to shareholder approval, by the Board of Directors of CenterPoint Energy (the "Board"). A summary of the material terms and conditions of the 2022 Plan and awards thereunder is included in CenterPoint Energy's definitive proxy statement filed with the Securities and Exchange Commission on March 11, 2022 (the "Proxy Statement") under "Item 4: Approval of Adoption of CenterPoint Energy, Inc. 2022 Long Term Incentive Plan," which section is incorporated herein by reference.

As previously disclosed in the Form 8-K, CenterPoint Energy, Inc. (the “Company”) announced that Scott E. Doyle was appointed Executive Vice President, Utility Operations of the Company effective January 1, 2022. On February 15, 2022, the Compensation Committee of the Board of Directors of the Company approved the following compensation arrangements for Mr. Doyle with respect to his new role as Executive Vice President, Utility Operations: (i) a base annual salary of $600,000, effective March 28, 2022; and (ii) short-term and long-term target award levels of 75% and 250%, respectively, of his base annual salary.

Executive Committee Updates Based upon succession planning discussions by the Board of Directors (the “Board of Directors”) of CenterPoint Energy, Inc. (the “Company”), and in conjunction with the Board of Directors’ continued focus on succession planning strategy to support the Company’s long-term growth, the following changes to the Company’s Executive Committee were approved on December 9, 2021. Effective January 1, 2022, Mr. Scott E. Doyle, Executive Vice President, Natural Gas, of the Company, will become Executive Vice President, Utility Operations, and will oversee the natural gas and electric utility operations of the Company. Mr. Doyle, 50, has served as Executive Vice President, Natural Gas of the Company since April 2019.

On September 29, 2021, upon recommendation of the Governance, Environmental and Sustainability Committee of the Board of Directors (the “Board”) of CenterPoint Energy, Inc. (the “Company), the Board of the Company appointed Raquelle W. Lewis to the Board effective immediately. Ms. Lewis will serve as a director of the Board of the Company until the expiration of her term on the date of the Company’s annual meeting of shareholders in 2022 and until her successor is elected and qualified. Ms. Lewis is expected to stand for election as a director at the Company’s annual meeting of shareholders in 2022. Ms. Lewis will serve on the Board’s Compensation and Governance, Environmental and Sustainability Committees. Ms.

On July 22, 2021, CenterPoint Energy, Inc. (the “Company”) announced the following determinations and decisions of the independent directors of the Board of Directors (“Board”) of the Company, which included various actions and recommendations by the Compensation Committee of the Board and the Governance Committee of the Board, as applicable: (1) the immediate implementation of a new independent leadership and governance structure for the Company following the substantial refreshment of the Company’s Board in recent years, specifically the creation and appointment of the Independent Chair of the Board role, the elimination of the Executive Chairman position, the maintenance of the separation of the roles of Board Chair and Chief Executive Officer at the Company, and the appointment of current independent member of the Board and chair of the Governance Committee of the Board, Mr.

On February 19, 2021, upon recommendation of the Governance Committee of the Board of Directors (the “Board”) of CenterPoint Energy, Inc. (the “Company”), the Board of the Company increased the size of the Board from ten to eleven directors and appointed Wendy Montoya Cloonan to fill the newly created directorship effective immediately. Ms. Cloonan will serve as a director of the Board of the Company until the expiration of her term on the date of the Company’s annual meeting of shareholders in 2021 and until her successor is elected and qualified. Ms. Cloonan is expected to stand for election as a director at the Company’s annual meeting of shareholders in 2021. Ms. Cloonan will serve on the Board’s Audit and Compensation Committees. Ms.

On September 15, 2020, CenterPoint Energy, Inc. (the “Company”) appointed Jason P. Wells to the position of Executive Vice President and Chief Financial Officer of the Company, effective September 28, 2020. Jason P. Wells, 42, served as Executive Vice President and Chief Financial Officer of PG&E Corporation, a publicly traded electric utility holding company serving approximately sixteen million customers through its subsidiary Pacific Gas and Electric Company, since June 2019. He previously served as Senior Vice President and Chief Financial Officer of PG&E Corporation from January 2016 to June 2019 and as Vice President, Business Finance of Pacific Gas and Electric Company from August 2013 to January 2016. He also served in various finance and accounting roles of increasing responsibility at Pacific Gas and Electric Company.

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2020 and dated as of May 6, 2020. As previously disclosed, Barry T. Smitherman was appointed to the Board of Directors (the “Board”) of CenterPoint Energy, Inc. on May 6, 2020, at which time Mr. Smitherman was also appointed to serve on the Business Review and Evaluation Committee of the Board. In addition to the foregoing committee appointment, on July 29, 2020, at the recommendation of the Governance Committee of the Board, the Board appointed Mr. Smitherman to serve on the Finance and Governance Committees of the Board.

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2020 and dated as of June 30, 2020. As previously disclosed, Earl M. Cummings was appointed on June 30, 2020 to the Board of Directors (the “Board”) of CenterPoint Energy, Inc., effective July 1, 2020. On July 29, 2020, at the recommendation of the Governance Committee of the Board, the Board appointed Mr. Cummings to serve on the Audit and Compensation Committees of the Board.

On June 30, 2020, David J. Lesar, a current member of the Board of Directors (the “Board”) of CenterPoint Energy, Inc. (the “Company”), was appointed by the Board as permanent President and Chief Executive Officer of the Company, effective July 1, 2020. Mr. Lesar will continue to serve as a member of the Board. John W. Somerhalder II, another member of the Board, had been serving as Interim President and Chief Executive Officer of the Company since February 19, 2020 until a permanent President and Chief Executive Officer of the Company was identified and appointed. On June 30, 2020, Mr. Somerhalder provided notice of his intent to resign from his interim executive officer and director positions with the Company and its affiliates and has ceased service in such capacity effective June 30, 2020.He also departed from the Company as a director, effective as of the same date.

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2020 and dated as of May 6, 2020. As previously disclosed, David J. Lesar and Barry T. Smitherman were appointed to the Board of Directors (the “Board”) of CenterPoint Energy, Inc. (the “Company”) on May 6, 2020. On June 4, 2020, at the recommendation of the Board’s Governance Committee, the Board approved an initial stock award under the CenterPoint Energy, Inc. Stock Plan for Outside Directors, as amended (the “Plan”), to Messrs. Lesar and Smitherman each valued at $150,000 in connection with the commencement of their service as directors of the Board, which is consistent with the annual stock award under the Plan valued at $150,000 received by each of the Company’s non-employee directors serving on the Board on May 1, 2020.

On May 6, 2020, at the recommendation of the Company’s Governance Committee, the Board appointed David J. Lesar and Barry T. Smitherman, to the Board effective immediately. Messrs. Lesar and Smitherman have been elected to serve as directors of the Company until the expiration of their respective terms on the date of the Company’s annual meeting of shareholders in 2021 and until their successors are elected and qualified. Messrs. Lesar and Smitherman are expected to stand for election as directors at the annual meeting of shareholders in 2021. Messrs. Lesar and Smitherman will serve on the Company’s newly established Business Review and Evaluation Committee, and Mr. Lesar will also join the sub-committee of the Board that is tasked with supporting the Board’s on-going permanent CEO selection process. About David J.

This Current Report on Form 8-K/A amends our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2020 and dated as of March 30, 2020. As previously disclosed on April 2, 2020, CenterPoint Energy, Inc. (the “Company”) announced that Kristie L. Colvin was appointed Interim Executive Vice President and Chief Financial Officer of the Company effective April 2, 2020. On April 6, 2020, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved the following compensation arrangements for Ms.

On March 30, 2020, Xia Liu, Executive Vice President and Chief Financial Officer of CenterPoint Energy, Inc. (the “Company”), notified the Company of her intent to leave the Company for another career opportunity. Effective April 2, 2020, Ms. Liu will step down as Chief Financial Officer and from her positions with the Company and its affiliated entities. Ms. Liu will remain with the Company in an advisory capacity until May 1, 2020 to assist with the transition to her successor. The resignation was not the result of any disagreement she had with the Company on any matter relating to the Company’s operations, policies and practices, including any matters concerning the Company’s controls or any financial or accounting-related matters or disclosures. Effective April 2, 2020, the Board of Directors of the Company (the “Board”) appointed Kristie L.

In connection with the previously disclosed departure of Scott M. Prochazka from his officer and director positions at CenterPoint Energy, Inc. (the “Company”) and affiliated entities, the Company has entered into a separation and release agreement between the Company and Mr. Prochazka (the “Separation Agreement”), dated March 6, 2020, specifying the terms of Mr. Prochazka’s termination of service with the Company. Under the terms of the Agreement, in exchange for executing a release of claims against the Company, Mr.

This Form 8-K/A amends our Form 8-K filed on February 19, 2020. As previously disclosed on February 19, 2020, CenterPoint Energy, Inc. (the “Company”) announced that on February 19, 2020, John W. Somerhalder II was appointed Interim President and Chief Executive Officer of the Company. On March 4, 2020, the Compensation Committee of the Board of Directors of the Company approved the following compensation arrangements for Mr.

Effective February 19, 2020, Scott M. Prochazka, President and Chief Executive Officer and a director of CenterPoint Energy, Inc. (the “Company”), resigned from his officer and director positions with the Company and affiliated entities. The resignation was not the result of any disagreement he had with the Company on any matter relating to the Company’s operations, policies and practices. Also, effective February 19, 2020, the Board appointed John W. Somerhalder II, a director of the Company, to the additional position of Interim President and Chief Executive Officer of the Company. Mr. Somerhalder will continue to serve as a director of the Company while the Board conducts its selection process for a permanent Chief Executive Officer. As an experienced utility executive, Mr. Somerhalder, 64, has served as a director of the Company since October 2016. He is a private investor.

Officer Departure (b) On December 9, 2019, Tracy B. Bridge, Executive Vice President and President, Electric Division, of CenterPoint Energy, Inc. (the “Company”) notified the Company of his intent to retire on February 14, 2020. Following Mr. Bridge's retirement, Kenneth M. Mercado, currently the Company's Senior Vice President and Chief Integration Officer, will assume leadership of the Company's Texas electric operations. Savings Restoration Plan Amendment (e) On December 11, 2019, the Board of Directors (the “Board”) of the Company approved the Second Amendment (the “Second Amendment”) to the CenterPoint Energy Savings Restoration Plan, as amended (the “Savings Restoration Plan”). The Second Amendment amends the Savings Restoration Plan effective as of January 1, 2020.

On April 18, 2019, CenterPoint Energy, Inc. (the “Company”) announced the appointment of Ms. Xia Liu, which occurred on April 16, 2019, to the position of Executive Vice President and Chief Financial Officer of the Company, effective April 22, 2019. Ms. Liu, 49, served as Executive Vice President, Chief Financial Officer and Treasurer of Georgia Power Company, a subsidiary of The Southern Company and a vertically integrated utility providing electric service to 2.5 million retail customers within the State of Georgia and to wholesale customers in the Southeast, from October 2017 to April 2019. She previously served as Vice President, Chief Financial Officer and Treasurer of Gulf Power Company, formerly a subsidiary of The Southern Company and an electric utility serving retail customers in the northwestern portion of Florida, from July 2015 to October 2017.

On March 4, 2019, Dana C. O’Brien informed CenterPoint Energy, Inc. (the “Company”) of her decision to resign from her position as Senior Vice President and General Counsel of the Company, effective as of April 2, 2019, to pursue another opportunity in the Dallas-Fort Worth area.

As previously disclosed on December 3, 2018, CenterPoint Energy, Inc. (the “Company”) announced that on November 27, 2018, William D. Rogers, the Company’s Executive Vice President and Chief Financial Officer, informed the Company of his intent to retire. On February 27, 2019, the Compensation Committee of the Board of Directors of the Company approved a special lump-sum cash payment in the amount of $360,000 to Mr. Rogers in connection with his retirement, subject to his entry into a Separation Agreement and Release with the Company. This payment is separate from any compensation that may otherwise be due or awarded to Mr. Rogers under the Company’s long-term or short-term compensation plans. The Form of Separation Agreement and Release is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. Mr.

On December 3, 2018, CenterPoint Energy, Inc. (the “Company”) announced that on November 27, 2018, William D. Rogers, the Company’s Executive Vice President and Chief Financial Officer, informed the Company of his intent to retire. Mr. Rogers will remain in his current role through the first quarter of 2019 to help ensure a seamless closing of the pending Vectren Corporation merger and transition to his successor.

On April 27, 2017, the Board of Directors of CenterPoint Energy, Inc. (“CenterPoint Energy”) approved an amendment and restatement of the CenterPoint Energy Change in Control Plan, effective May 1, 2017 (the “Amended Plan”), which amends and restates, in its entirety, the prior change in control plan that was previously adopted by the Board of Directors effective January 1, 2015. The Amended Plan continues to cover officers of CenterPoint Energy, including the Chief Executive Officer (“CEO”), the Chief Financial Officer and CenterPoint Energy’s other named executive officers, and will provide for severance payments and other benefits in the event a “Covered Termination” (as defined in the Amended Plan) occurs three months prior to or within two years after the completion of a transaction that effects a “Change in Control” (as defined in the Amended Plan).

Compensatory Arrangements of Certain Officers The CenterPoint Energy, Inc. (the “Company”) Executive Life Insurance Plan (the “Plan”) provides endorsement split-dollar life insurance for certain of the Company’s senior executive officers, including Mr. McGoldrick. Participation in the Plan was frozen as of January 1, 2002. Coverage under the Plan continues after the executive’s termination of service at age 65 or later. If a participant leaves after age 55 and prior to age 65, benefits under the Plan will cease unless the Compensation Committee of the Board of Directors (the “Board”) elects to continue the coverage. Under the Plan, Mr. McGoldrick is entitled to single-life coverage with a death benefit equal to two times his current salary, with such coverage to expire upon his retirement on March 1, 2017.

On January 4, 2017, Mr. Joseph B. McGoldrick, Executive Vice President and President Gas Division of CenterPoint Energy, Inc. (the “Company”), notified the Company of his intent to retire on March 1, 2017.

On October 26, 2016, upon recommendation of the Governance Committee of the Board of Directors (the “Board”) of CenterPoint Energy, Inc. (the “Company), the Board of the Company increased the size of the Board from nine to ten directors and appointed Mr. John W. Somerhalder II to fill the newly created directorship, effective immediately. Mr. Somerhalder will serve as a director of the Company until the expiration of his term on the date of the Company’s annual meeting of shareholders in 2017 and until his successor is elected and qualified. Mr. Somerhalder is expected to stand for election as director at the annual meeting of shareholders in 2017. At this time, Mr. Somerhalder has not been appointed to serve on any committee of the Board. Mr.