CenterPoint Energy : 2024 CenterPoint Energy Proxy Statement

Energy for

what matters most

Welcome to the CenterPoint Energy

Annual Shareholder Meeting

March 15, 2024

Dear Fellow Shareholders:

On behalf of the Board of Directors, we are pleased to invite you to attend our annual shareholder meeting to be held on

April 26, 2024, at 9:00 a.m. central time in our auditorium located at 1111 Louisiana Street in Houston, Texas. Details regarding how to attend the meeting and the business to be conducted are in the accompanying Notice of Annual Meeting and Proxy Statement.

At CenterPoint Energy, Inc. (CenterPoint Energy or the Company), we believe success is achieved when those we serve succeed. Over the last three-plus years, we have acted decisively to strengthen CenterPoint Energy's financial condition and introduced one of the most tangible long-term growth strategies in our industry. Together with our diverse and experienced Board of Directors of CenterPoint Energy (the Board), we are maintaining our utility-focused strategy to further unlock the potential of the Company. We have performed with determination to address our immediate challenges and established a strategy to seize new opportunities and realize new levels of sustainable growth.

Reflections on 2023:

CEO and Executive Succession Management

One of the key responsibilities of the Board is overseeing executive succession management to ensure we have 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 to President and Chief Executive Officer, both effective January 5, 2024. We know we speak for everyone here at CenterPoint Energy when we say a huge thank you to Dave for his leadership, vision, and mentorship over these past three-plus years. Under Jason's leadership and with the full support of the Board, CenterPoint Energy remains focused on continuing to execute its long-term strategic plan.

Strategic Plan Execution

We are pleased to report that 2023 (the third year under CenterPoint Energy's ten-year strategic plan) was another strong year for CenterPoint Energy. As is further described in the Compensation Discussion & Analysis of the Proxy Statement, the Company exceeded its non-GAAP Adjusted EPS growth rate target for 2023 and ranked in the top two of its peer group for total shareholder return for the three years ended December 31, 2023. Further, in September 2023, the Board approved a $0.01 per share increase in our dividend rate. This increase resulted in an annual dividend of $0.77 per share for 2023, which represents a $0.07 per share increase when compared to dividends paid on shares of our common stock in 2022.

CenterPoint Energy, Inc. 2024 Proxy Statement

Board Transition

Ensuring that our Board comprises directors who have a diversity of skills, experiences, and qualifications is critical to our Board's ability to oversee the Company's strategy and is vital to the Board's oversight of the Company's risk management. As a part of the Board's ongoing refreshment process and in continued promotion of its independent Board governance structure, in February 2024, Phillip R. Smith was appointed as the new Independent Chair of the Board. Mr. Smith's tenure on the Board and corresponding institutional knowledge of CenterPoint Energy will greatly assist the continued execution of our strategic plans while also supporting the ongoing transition of our newer Board members as well as ongoing support for our recent management transitions.

Also, the Board is excited to nominate our newest directors, Thaddeus J. Malik and Ricky A. Raven, to the Board. Both Messrs. Malik and Raven have extensive experience in public companies, legal, and regulatory affairs. In addition, the Board has nominated Ms. Barbara J. Duganier to join the Board. Ms. Duganier has extensive experience in finance, accounting, and public board governance. Ms. Duganier's appointment also fulfills the Board's commitment to appoint an additional gender diverse director.

Finally, we also would like to take this opportunity to thank Martin Nesbitt for his several years of service and valuable contributions to the Board. For further information on our nominees to the Board, please see Item 1. Election of Directors in the Proxy Statement.

Carbon Emissions Reductions Progress

In 2023, we continued to execute our generation transition plan and our carbon emissions reduction strategy. In April 2023, we announced our latest Integrated Resource Plan preferred portfolio, which includes further investment in renewable generation and a complete exit of operating coal generation by the end of 2027. As part of this goal to exit from coal-fired generation, in October 2023, we retired our A.B. Brown coal-fired units 1 & 2. We believe that it is important to continue on our carbon emissions reduction journey in a way that promotes reliability and resiliency while also seeking to provide a long-term, sustainable positive environmental impact for our customers, communities, and shareholders.

For more information about our accomplishments and opportunities, please read Jason's letter in the Annual Report.

Finally, your vote is important to us. Whether or not you plan to participate in the Annual Meeting, we encourage you to vote promptly. You may vote on the internet; by telephone; or by completing, signing, dating, and returning a proxy card or voting instruction form.

Thank you for your investment and continued support of CenterPoint Energy.

Sincerely,

CenterPoint Energy, Inc. 2024 Proxy Statement

Table of Contents

CenterPoint Energy, Inc. 2024 Proxy Statement

Notice of Annual Meeting

of Shareholders

Dear Shareholders:

You are cordially invited to attend the 2024 annual meeting of shareholders of CenterPoint Energy, Inc. This is your notice for the meeting.

• Elect the eleven nominees named in the Proxy Statement as directors to hold office until the 2025 annual meeting;
• Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024;
• Conduct an advisory vote on executive compensation;
• Vote on a shareholder proposal relating to setting additional interim and long-term Scope 3 emissions goals; and
• Conduct other business if properly raised.

RECORD DATE

Holders of record of CenterPoint Energy common stock at the close of business on March 1, 2024 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 89 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,

Important Notice Regarding the Availability of Proxy Materials for the

Annual Shareholder Meeting to be Held April 26, 2024

The proxy statement and annual report to shareholders are available at: https://materials.proxyvote.com/15189t

CenterPoint Energy, Inc. 2024 Proxy Statement

Proxy Statement Summary

This summary highlights information that is contained elsewhere in this Proxy Statement. It does not contain all the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting.

Annual Meeting Agenda and Voting Recommendations

At the Annual Meeting, you will be asked to vote on the following four proposals. The table below includes each proposal as well as our recommendation.

About CenterPoint Energy

As the only investor-owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (the Company or CenterPoint Energy) is an energy delivery company with electric transmission and distribution, power generation, and natural gas distribution operations that serve more than 7 million metered customers in Indiana, Louisiana, Minnesota, Mississippi, Ohio, and Texas. On February 19, 2024, the Company entered into an asset purchase agreement pursuant to which the Company has agreed to sell its Louisiana and Mississippi regulated natural gas local distribution company (LDC) businesses, subject to certain closing conditions. As of December 31, 2023, the Company owned approximately $39 billion in assets. With approximately 9,000 employees as of December 31, 2023, CenterPoint Energy and its predecessor companies have been in business for more than 150 years.

Our Director Nominees

The Board of Directors of CenterPoint Energy (the Board), considering the recommendation of the Governance, Environmental and Sustainability Committee, has nominated eleven directors for election to the Board.

BTS Team

Associates, L.P.

Jason P. Wells

46 Jan. 2024

President and Chief Executive Officer of CenterPoint Energy

Board Qualifications and Skills

For additional information regarding our director nominees, including their skills and experience, see "Item 1. Election of Directors."

Governance Highlights

Strong governance practices protect the long-term interests of our customers, communities, and shareholders. The Company remains focused on implementing and maintaining good governance practices, including those reflected below.

For additional information regarding our corporate governance practices, see "Item 1. Election of Directors."

Energy Transition and Carbon Reduction

At CenterPoint Energy, our efforts to provide cleaner, safer, and more reliable energy to the communities we serve are foundational to our premium value proposition. Our carbon strategy is integral to our efforts to create long-term, positive environmental impact for our customers, communities, and shareholders. For 2023, we note the following highlights as we continue on our cleaner energy transition efforts:

• We announced our latest Integrated Resource Plan preferred portfolio for our Indiana service territory, which includes further investment in renewable generation, and a planned exit of operating coal generation by the end of 2027.
• We submitted a five-year plan under Minnesota's Natural Gas Innovation Act, including 18 pilot projects and seven smaller research-and-development projects. The Natural Gas Innovation Act establishes a regulatory framework to enable Minnesota's investor-owned natural gas utilities to provide customers with access to renewable energy resources and innovative technologies, with the goal of reducing greenhouse gas (GHG) emissions and advancing the state's clean energy future. These projects will deploy and evaluate a broad array of innovative resources including made-in-Minnesota alternative gases such as renewable natural gas and green hydrogen as well as pioneering technologies such as a networked geothermal district energy system and end-use carbon capture.
• We installed a carbon-capture technology unit at the Radisson Blu Mall of America. This technology is expected to help decrease their carbon footprint while reducing their energy usage and heating bills.
• We retired our A.B. Brown coal-fired units 1 & 2.

Executive Compensation Highlights

The following are some highlights of our executive compensation program. Our executive compensation program is designed to recruit and retain talent, align payment with performance, and align our executive officers' interests with those of our shareholders. For more information on our compensation program, see "Compensation Discussion and Analysis" below.