Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


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. Martin H. Nesbitt, to the newly created position of Independent Chair
of the Board;
(2) the accelerated departure of Mr. Milton Carroll, Executive Chairman of the
Company, from his long-time chairmanship, employee and director roles, and
associated arrangements, as more fully described below and in the Company's
announcements - Mr. Carroll's board, executive and employee position as
Executive Chairman terminated as of close of business on July 21, 2021 and he
will cease serving as a member of the Board on September 30, 2021; and
(3) taking into account the departure of Mr. Carroll, elimination of the
Executive Chair role and immediate implementation of the new independent
leadership and governance structure at the Company, and recognizing, among other
things and the matters referred to in the Company's announcements, the
importance of retaining Mr. David J. Lesar, President and Chief Executive
Officer of the Company, his continuing to lead the Company and having Mr. Lesar
hold a more significant amount of equity in the Company to more closely tie his
interests to those of the Company's shareholders, entry into retention incentive
arrangements, as more fully described below, with Mr. Lesar - such arrangements
are neither part of Mr. Lesar's regular annual compensation nor being awarded on
a regularly recurring basis.
Mr. Carroll's departure from the Company is 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.
On the approval and recommendation of the Compensation Committee and approval of
the Board (acting solely through its independent directors), the Company has
entered into a separation agreement between the Company and Mr. Carroll (the
"Separation Agreement"), dated July 21, 2021. Under the terms of the Separation
Agreement, Mr. Carroll is required to exit the position of Executive Chairman on
July 21, 2021 and from his position as a Board member by September 30, 2021. He
is also required to comply with various restrictive and other covenants, execute
a release of claims against the Company and agree to provide transition
services, cooperation and other support as may be reasonably requested. Under
the terms of the Separation Agreement, Mr. Carroll receives a lump sum cash
payment of $28,072,000 and his separation is treated as an "enhanced retirement"
for purposes of his outstanding 2019, 2020 and 2021 equity award agreements.
On the approval and recommendation of the Compensation Committee and approval of
the Board (acting solely through its independent directors), the Company has
entered in a retention incentive agreement with Mr. Lesar (the "Retention
Incentive Agreement"), dated July 20, 2021. Under the terms of the Retention
Incentive Agreement, Mr. Lesar will receive a total of 1 million shares of
common stock of the Company (the "Total Share Award") as follows: (i) an equity
award to be granted in July 2021 consisting of 400,000 restricted stock units or
such lesser number as may be required pursuant to the annual individual
restricted stock unit award limitation (the "Award Limitation") under the
Company's Long-term Incentive Plan (the "LTIP"), which will vest in full on
December 31, 2022 (the "July 2021 Award"); (ii) an equity award to be granted in
February 2022 consisting of the number of restricted stock units equal to the
remainder of the Total Share Award not granted under the July 2021 Award or such
lesser number as may be required pursuant to the Award Limitation under the
LTIP, which will vest in full on December 31, 2023 (the "February 2022 Award");
(iii) an equity award to be granted in February 2023 consisting of the number of
restricted stock units equal to the remainder of the Total Share Award not
granted in the aggregate
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under both the July 2021 Award and February 2022 Award or such lesser number as
may be required pursuant to the Award Limitation under the LTIP, which will vest
in full on December 31, 2023 (the "February 2023 Award"); (iv) in the event the
total number of restricted stock units granted under the July 2021 Award,
February 2022 Award and February 2023 Award in the aggregate is less than the
Total Share Award, in February 2024, a fully vested stock bonus award equal to
the remainder of the Total Share Award (the "2024 Bonus Stock Award"); and (v) a
cash award (the "Dividend Equivalent Award") consisting of (a) the right to
receive the amount of dividends paid on the number of shares subject to the
February 2022 Award for the period between July 20, 2021 and the grant date of
such award, with such award to vest and be paid on the same terms as the
February 2022 Award, (b) the right to receive the amount of dividends paid on
the number of shares subject to the February 2023 Award for the period between
July 20, 2021 and the grant date of such award, with such award to vest and be
paid on the same terms as the February 2023 Award, and (c) the right to receive
the amount of dividends paid on the number of shares subject to the 2024 Bonus
Stock Award for the period between July 20, 2021 and the grant date of such
award, with such award to vest and be paid on the same terms as the 2024 Bonus
Stock Award.
Additionally, the Retention Incentive Agreement provides that, under certain
circumstances, in the event Mr. Lesar does not receive any of the foregoing
restricted stock unit awards, the Company will pay Mr. Lesar a lump sum cash
payment equal to the (i) Total Share Award not yet granted pursuant to one or
more of the foregoing restricted stock unit awards and/or the 2024 Bonus Stock
Award, if applicable, multiplied by (ii) the Company's closing stock price on
the date of the event giving rise to this payment and, if applicable, any
amounts accrued through the date of the event under the Dividend Equivalent
Award through the date of the event giving rise to the payment. The Retention
Incentive Agreement also provides that upon Mr. Lesar's termination without
"cause" or resignation for "good reason" (as each such term is defined in the
new form of award agreement described below), the Company will pay certain
office and administrative expenses for Mr. Lesar for five years thereafter.
A copy of the press release announcing the above is attached as Exhibit 99.1 to
this Current Report on Form
8-K
and incorporated herein by reference.
On July 20, 2021, the Compensation Committee also approved a new form of award
agreement under the LTIP for restricted stock unit awards to be used for
retention incentive equity awards described above. Among other things, the new
form of award agreement provides that awards granted under this form shall vest
in full upon the recipient's death, "disability", the termination of the
recipient's employment without "cause" or the recipient's resignation for "good
reason" (as each such term is defined in the form of award agreement).
The Governance Committee of the Board also approved and recommended, and the
Board approved (in each case with the incoming Independent Chair of the Board
recusing himself) a fee level for the newly created independent chair role of
$500,000 in additional director compensation, which would be incremental to
regular director fees under the Company's director compensation program.
The description of the form of award agreement is qualified in its entirety by
reference to the full text of the form of restricted stock unit award agreement,
which is included as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



EXHIBIT
NUMBER       EXHIBIT DESCRIPTION

10.1           Form of Restricted Stock Unit Award Agreement

99.1           Press Release dated July 22, 2021

104          Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document

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