CENTERPOINT ENERGY INC appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

On October 26, 2023, the Board of Directors (the "Board") of CenterPoint Energy, announced an update regarding CenterPoint Energy's Chief Executive Officer succession planning. The Board announced the retirement of Mr. David J. Lesar from his positions as Chief Executive Officer and as a member of the Board of CenterPoint Energy, effective January 5, 2024. The retirement of Mr. Lesar from CenterPoint Energy is not the result of any disagreement with CenterPoint Energy on any matter relating to CenterPoint Energy's operations, policies and practices, including any matters concerning CenterPoint Energy's controls or any financial or accounting-related matters or disclosures.

In connection with Mr. Lesar's retirement and on the approval and recommendation of the Compensation Committee of the Board (the "Compensation Committee") and approval of the Board (acting solely through its independent directors), CenterPoint Energy has approved (i) in recognition of Mr. Lesar's continued employment through the end of 2023, a lump sum cash payment equal to the amount of Mr. Lesar's award under CenterPoint Energy, Inc. Short Term Incentive Plan for the 2023 performance year, determined at the approved achievement level for other executive officers, and (ii) in accordance with CenterPoint Energy's long-term incentive plans and past practice for other retirement-eligible employees, "enhanced retirement" benefits under Mr. Lesar's outstanding 2021, 2022, and 2023 restricted stock unit awards and 2022 and 2023 performance share unit awards, in each case as set forth under the applicable award agreement. 

In connection with Mr. Lesar's retirement, Jason P. Wells, President and Chief Operating Officer of CenterPoint Energy, was appointed Chief Executive Officer and as a member of the Board of CenterPoint Energy, effective January 5, 2024. Mr. Wells, 45, has served as President and Chief Operating Officer of CenterPoint Energy since January 2023. He served as Executive Vice President and Chief Financial Officer of CenterPoint Energy from September 2020 to December 2022. Prior to joining CenterPoint Energy, Mr. Wells served as Executive Vice President and Chief Financial Officer of PG&E Corporation, a publicly traded electric utility holding company serving approximately 16 million customers through its subsidiary Pacific Gas and Electric Company, from June 2019 to September 2020. 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. Mr. Wells earned his bachelor's degree and master's degree in accounting, both from the University of Florida. He is a certified public accountant. Mr. Wells serves on the Boards of M.D. Anderson Cancer Center, Central Houston, Inc., and the Bauer College Board of the C.T. Bauer College of Business at the University of Houston, as well as the Advisory Board of the Kinder Institute for Urban Research at Rice University. PG&E Corporation filed Chapter 11 bankruptcy on January 29, 2019 and successfully emerged from bankruptcy on July 1, 2020.

In connection with Mr. Wells' appointment, he will step down from his role as Chief Operating Officer of CenterPoint Energy, effective concurrent with his appointment as Chief Executive Officer, and Mr. Wells will also continue to serve as President of CenterPoint Energy.

Mr. Wells will serve as a member of the Board of CenterPoint Energy until the expiration of his term on the date of CenterPoint Energy's annual meeting of shareholders in 2024 and until his successor is elected and qualified. Mr. Wells is expected to stand for election as a director at CenterPoint Energy's annual meeting of shareholders in 2024. Mr. Wells will not be appointed to any committees of the Board.

The above appointments of Mr. Wells were not pursuant to any agreement between Mr. Wells and any other person. There is no family relationship between Mr. Wells and any director or executive officer of CenterPoint Energy, and there are no transactions between Mr. Wells and CenterPoint Energy that are required to be reported under Item 404(a) of Regulation S-K.

In connection with Mr. Wells' appointment, and on the approval and recommendation of the Compensation Committee and approval of the Board (acting solely through its independent directors), CenterPoint Energy has approved, effective January 5, 2024, the following compensation arrangements for Mr. Wells: (i) a base annual salary of $1,150,000; and (ii) short-term and long-term incentive plan target award levels of 125% and 500%, respectively, of his base annual 


salary. A copy of the press release containing the announcement of CenterPoint Energy's Chief Executive Officer transition is attached as Exhibit 99.2.