A Diverse, Engaged Board of Directors
Our Board of Directors possesses relevant expertise and skills and represents a diverse mix of professional experience, backgrounds and perspectives appropriate to oversee our company’s businesses, operations and long-term strategy.
CenterPoint Energy’s Board of Directors serves as the company’s ultimate decision-making body. The Board oversees executive management, long-term business strategy and performance, succession planning, enterprise risk management and ESG responsibilities, among other things. Through oversight, review and counsel, the Board establishes and supports the company’s business, organizational and strategic objectives. In 2023, the Board met nine times.
Our Board is chaired by Phillip R. Smith, an independent director. Our President and Chief Executive Officer, Jason P. Wells, serves as a member of our Board but does not serve as a member of any of its standing committees. Except for Wells, all members of the Board are independent according to the standards established by the New York Stock Exchange.
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 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.
CenterPoint Energy Board of Directors
As of April 26, 2024
Earl M. Cummings
Wendy Montoya Cloonan
Barbara J. Duganier
Christopher H. Franklin
Raquelle W. Lewis
Thaddeus J. Malik
Theodore F. Pound
Ricky A. Raven
Phillip R. Smith
Independent Chair of the Board
Barry T. Smitherman
Jason P. Wells
Board Diversity
5/11
Diverse
Diverse Member
Race or Ethnicity
Women
Board Tenure
9/11
Tenure
≤5 years
0 – 5 Years
6 – 10 Years
Board Diversity
Board Tenure
Board Diversity and Tenure as of April 26, 2024
Our Board of Directors collectively represents a variety of backgrounds, key skills and competencies that support oversight and execution of our strategy.
The chart below summarizes certain information for each of our directors, including their key skills and qualifications:
Skills and Qualifications | W. Cloonan | E. Cummings | B. Duganier | C. Franklin | R. Lewis | T. Malik | T. Pound | R. Raven | P. Smith | B. Smitherman | J. Wells |
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Age (as of March 15, 2024) | 44 | 59 | 65 | 58 | 53 | 57 | 69 | 63 | 72 | 66 | 46 |
CNP Tenure (in years) | 3 | 4 | 0 | 2 | 2 | < 1 | 9 | < 1 | 10 | 4 | < 1 |
Current / Former CEO of Public Company: An understanding of the complexities inherent in running a public company provides a unique perspective that helps the Board independently oversee the Company’s management, long-term strategic planning, shareholder value creation, human capital management, risk oversight, governance, and shareholder engagement. |
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Risk Management: Managing risk in a rapidly changing environment is critical. We seek directors with experience managing or overseeing the management of business, financial, environmental, and other risks similar to those faced by the Company. |
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Utility Industry Experience: Due to the highly regulated nature of our business, we believe it is important to seek directors with experience in the regulated utility industry. |
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Operations and Safety Experience: We seek directors with operational experience in businesses with capital intensive infrastructure projects while ensuring the safety of employees and the public to help the Company develop and implement its capital plan and business strategy and continuously improve our operations. |
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Finance and Accounting: A deep understanding of finance and financial reporting processes is essential to the Board’s oversight of our strategic performance, capital allocation, financial reporting, and internal controls. We seek directors with knowledge and experience in corporate finance, accounting, and financial reporting as well as directors with “accounting or related financial management expertise” as required by the NYSE listing standards. |
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Community Involvement: As a utility that provides the energy necessary to fuel the business, innovation, and lives of the communities we serve, we seek directors with strong ties to and engagement with the communities we serve. |
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Government, Legal, and Regulatory: Our business is heavily regulated and is directly impacted by governmental actions. Further, the success of our long-term plan may be impacted by certain regulatory, legal or governmental decisions. We seek to have directors with experience in law, public policy, and regulatory matters to provide insight and develop strategies that incorporate current and potential changes in these areas. |
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Public Company Governance Experience: Directors with public company governance experience, including serving on other public company boards, are able to help ensure the Board focuses on appropriate matters and functions effectively in the development and oversight of our long-term plan and implementation of best practices for the Company. |
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Human Capital Management: Building and maintaining a talented, engaged, and diverse workforce is a critical part of who we are and our long-term strategy. We seek directors who understand key drivers of our culture, employee health and safety, organizational health, and talent management and have the knowledge and skills necessary to oversee our workforce development and strategies. |
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Technology and Customer Experience: Our industry is undergoing transformational change as a result of advances in technology and changing customer expectations about the products and services they want. Directors with experience in customer-facing businesses and new technology can provide the Board with critical insights and perspectives on adapting to and implementing new technologies to enhance the experience of our customers. |
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Cybersecurity and Physical Security: Maintaining the security of our assets, both physical and digital, is critical to our success. Therefore, we seek out directors with an understandig of these risks and who can provide valuable insight to the Board in connection with its oversight of these matters. |
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Strategic Planning: As CenterPoint Energy continues to execute on its long-term strategy, including the transition to a pure-play utility, we seek directors who have experience with strategic transactions and strategic planning in overseeing the Company’s continued execution of its long-term strategy as well as development of future plans and strategies for the Company. |
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Sustainability: Directors with knowledge or experience overseeing or advising on environmental, climate, and sustainability matters will help to ensure that we understand and manage the related risks and opportunities effectively as we seek to create long-term sustainable value for the communities we serve and our stakeholders. |
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Learn more about the company’s Board of Directors, including individual biographies.
CEO and Executive Succession Management
One of the key responsibilities of the Board is overseeing executive succession management to help us maintain a qualified management team to execute the company’s strategy and to support a smooth transition when organizational changes occur. In 2023, the Board continued to execute on its executive succession planning, announcing in January 2023 a new streamlined organizational structure for the company. Further, in March 2023, the Board announced the appointment of Christopher Foster as Executive Vice President and Chief Financial Officer. In October 2023, the Board announced the retirement of Dave Lesar and the appointment of Jason Wells as President and Chief Executive Officer, both effective January 5, 2024.