8-K/ALeadership ChangesExhibits & Filings

CENTERPOINT ENERGY INC 8-K/A Report, Executive Changes (Apr 7, 2020)

Filed April 7, 2020For Securities:CNP

Summary

This 8-K/A filing from CenterPoint Energy, Inc. (CNP) provides an amendment to a previous filing, detailing compensation arrangements for Kristie L. Colvin, who was appointed Interim Executive Vice President and Chief Financial Officer (CFO) effective April 2, 2020. The filing outlines her base salary, short-term and long-term incentive award opportunities as Chief Accounting Officer, and additional compensation for her interim CFO role. Key elements of her compensation include an annualized base salary of $380,000, with target award levels for short-term and long-term incentives. For her interim CFO responsibilities, Ms. Colvin will receive quarterly cash payments and RSU awards. The filing also introduces updated terms for award agreements under the Long Term Incentive Plan, including provisions for accelerated vesting under certain circumstances such as involuntary separation without cause, death, disability, change in control, or sale of a subsidiary.

Key Highlights

  • 1Kristie L. Colvin appointed Interim Executive Vice President and Chief Financial Officer (CFO) effective April 2, 2020.
  • 2Ms. Colvin's compensation includes an annualized base salary of $380,000.
  • 3Target short-term and long-term incentive award levels are set at 55% and 100% of base salary, respectively.
  • 4Additional quarterly cash payments of $105,000 and quarterly RSU awards of $105,000 approved for her interim CFO role.
  • 5Updated Long Term Incentive Plan award agreements provide for accelerated vesting in cases of involuntary separation without cause.
  • 6New award agreements also stipulate vesting upon death, disability, change in control (if awards are not assumed), or sale of a subsidiary.

Frequently Asked Questions

This filing is an amendment to a previous 8-K and provides details on the compensation arrangements for Kristie L. Colvin, who has been appointed as the Interim Executive Vice President and Chief Financial Officer, and clarifies terms for incentive awards under the Company's Long Term Incentive Plan.

Ms. Colvin's annualized base salary is $380,000, which includes compensation for her continuing role as Chief Accounting Officer and additional compensation for her interim CFO responsibilities.

Ms. Colvin's incentive awards, including Performance Share Units (PSUs) and Restricted Stock Units (RSUs), can vest early under several conditions. These include involuntary separation without cause, death, disability, a change in control of the Company (if awards are not assumed by a successor entity), or a covered termination within two years after a change in control. Awards may also vest pro-rata upon the sale of a subsidiary if she ceases employment in connection with that sale.

Yes, the Compensation Committee approved new forms of award agreements for PSU and RSU awards under the LTIP, which may apply to other named executive officers. These new agreements also include provisions for full vesting (based on actual performance for PSUs) in cases of involuntary separation without cause, among other triggering events like death, disability, change in control, or subsidiary sale.