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

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. With more than 25 years of utility industry experience, he previously served as Senior Vice President, Natural Gas Distribution from March 2017 to April 2019; Senior Vice President, Regulatory and Public Affairs from February 2014 to March 2017; as Division Vice President, Rates and Regulatory from April 2012 to February 2014; and as Division Vice President, Regional Operations from March 2010 to April 2012. Mr. Doyle currently serves on the boards of Goodwill Industries of Houston, American Gas Association, Southern Gas Association, Central Indiana Corporate Partnership and the American Gas Foundation. He also serves on the Engineering Advisory Council of Texas A&M University. He previously served on the boards of the Texas Gas Association and the Association of Electric Companies of Texas.

The appointment of Mr. Doyle was not pursuant to any agreement between him and any other person. There is no family relationship between Mr. Doyle and any director or executive officer of the Company, and there are no transactions between Mr. Doyle and the Company that are required to be reported under Item 404(a) of Regulation S-K. At this time, changes to Mr. Doyle's compensation arrangements with the Company in connection with his appointment to the position of Executive Vice President, Utility Operations, have not yet been determined. If changes to his compensation arrangements are going to be made, the Company will file an amendment to this Current Report on Form 8-K and describe such changes.

In addition, effective January 1, 2022, Mr. Jason Wells, Executive Vice President & Chief Financial Officer, will continue in his current role, while adding responsibility for the execution of the Company's generation transition plan in support of the Company's net zero emission goals, and Mr. Gregory Knight, Executive Vice President, Customer Transformation & Business Services, will no longer oversee the procurement, materials and logistics efforts of the Company but will now oversee the Company's facilities management organization in addition to his other current responsibilities.

Effective December 13, 2021, Ms. Kristie L. Colvin, Senior Vice President & Chief Accounting Officer, will become Senior Vice President, Finance, of the Company and will no longer serve as the Company's Chief Accounting Officer. The change in position 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.

As a result of Ms. Colvin's new position, Ms. Stacey L. Peterson was appointed Senior Vice President and Chief Accounting Officer, effective December 13, 2021. Ms. Peterson, 42, has served as Senior Vice President, Financial Planning & Treasurer of the Company since January 2021, Prior to working at the Company, Ms. Peterson served as Senior Vice President Finance, Treasurer and Head of Investor Relations at Talen Energy, a privately owned independent power generation infrastructure company, from April 2018 to September 2019. Ms. Peterson also held various positions of increasing responsibility in her 11 year tenure at Calpine, an independent power producer with generating assets as well as retail electricity businesses. Ms. Peterson's roles at Calpine include serving as Vice President Finance & Treasurer from January 2013 to March 2018. Ms. Peterson earned a Bachelor of Science degree in business and finance from Indiana University's Kelley School of Business and is a graduate of Harvard Business School's Advance Management Program. The appointment of Ms. Peterson was not pursuant to any agreement between Ms. Peterson and any other person. There is no family relationship between Ms. Peterson and any director or executive officer of the Company, and there are no transactions between Ms. Peterson and the Company that are required to be reported under Item 404(a) of Regulation S-K. At this time, there are no changes to Ms. Peterson's compensation arrangements with the Company in connection with her appointment to the position of Senior Vice President and Chief Accounting Officer. If changes to her compensation arrangements are going to be made, the Company will file an amendment to this Current Report on Form 8-K and describe such changes.

Kenneth M. Mercado, Executive Vice President, Electric Utility of the Company, will retire from the Company. Effective January 1, 2022, Mr. Mercado will step down from his positions with the Company and its affiliated entities.

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Mr. Mercado will remain with the Company through the second quarter 2022 to support the transition of his responsibilities. Mr. Mercado's retirement was not the result of any disagreement he 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.

A copy of the press release announcing the above described management changes in attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Easy Match Program

On December 8, 2021, the Compensation Committee of the Board of Directors approved the dollar-for-dollar matching of qualified charitable contributions made by senior executive officers of the Company up to $25,000 per year under the CenterPoint Energy Foundation, Inc.'s Easy Match Program (the "Easy Match Program"), effective immediately. The Easy Match Program recognizes the importance of supporting worthy charitable institutions and the Company's commitment to encouraging its employees to engage with and support the communities in which the Company serves.

On December 9, 2021, the Board of Directors, based upon the recommendation of the Governance, Environmental and Sustainability Committee of the Board of Directors and the approval of the CenterPoint Energy Foundation, Inc.'s board of directors, approved the dollar-for-dollar matching of qualified charitable contributions made by members of the Board of Directors up to $50,000 per year under the Easy Match Program, effective immediately. David J. Lesar, President and Chief Executive Officer of the Company and a member of the Board of Directors, is eligible to participate in the Easy Match Program as a member of the Board of Directors.

Item 9.01. Financial Statements and Exhibits.



  (d)  Exhibits.


      EXHIBIT
      NUMBER                                            EXHIBIT DESCRIPTION

       99.1                   Press Release dated December 13, 2021
        104                 Cover Page Interactive Data File - the cover page XBRL tags are embedded
                            within the Inline XBRL document

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