- Martin Nesbitt appointed as Independent Chairman of the Board,
effective immediately
- Independent directors eliminate Executive Chairman role
- Milton Carroll to depart from Executive Chairman position,
effective immediately, and from the Board on September 30
- Independent directors implement a multi-year retention
arrangement for President and CEO Dave Lesar
CenterPoint Energy, Inc. (NYSE: CNP) (“CenterPoint” or the
“Company”) today announced the unanimous decision of the
CenterPoint Board’s Independent Directors to implement a new
independent board leadership and governance structure. The Board
named Martin Nesbitt, chair of the Nominating and Governance
Committee, as its new independent board chairman, effective
immediately.
To institute the Company’s new governance structure, this
independent seat replaces the position of Executive Chairman. This
position has been eliminated by the independent directors of the
board, effective immediately. In connection with these decisions by
the independent directors, Milton Carroll departs from the
Executive Chairman position and as an employee of the Company,
effective immediately, and from the Board as a director, effective
September 30 of this year, each substantially in advance of Mr.
Carroll’s current mandatory retirement date in 2023.
CenterPoint’s Board, based on extensive feedback from
shareholders and evaluation of evolving governance practices,
determined that now is the right time to execute this significant
leadership and governance transition as the company continues to
advance its well-received strategic plan to drive sustainable value
for the benefit of all its stakeholders. In connection with today’s
leadership and governance transition, the Company entered into a
multi-year retention grant arrangement with President and CEO Dave
Lesar to retain his continued leadership, and to provide executive
management continuity, drive successful execution of CenterPoint’s
value-creation strategy, and provide executive leadership
succession planning. The arrangements entered into with Mr. Carroll
and Mr. Lesar will be publicly filed on Form 8-K.
Mr. Nesbitt said, “CenterPoint is a backbone of economic
vitality and reliable energy delivery for the communities we serve,
and CenterPoint’s importance is a central part of Milton Carroll’s
legacy. As we continue to seize opportunities ahead of us, I
believe that our unique value proposition will be further
strengthened by CenterPoint’s commitment to strong corporate
governance, including through the leadership and governance
transition we announce today. I am honored to have been selected to
lead CenterPoint as independent Chairman of the Board and on behalf
of the Board, we express our deepest gratitude and respect for
Milton, who has served CenterPoint and its stakeholders tirelessly
for nearly 30 years. Milton has been a steady source of
inspiration, leadership and guidance to all who have known him, and
his stewardship and commitment to CenterPoint’s success have been
unmatched. Milton was instrumental in the creation of CenterPoint,
provided initial board leadership and with the help of many others,
navigated CenterPoint through the difficult transition of the early
days of the deregulation of the Texas electrical market. He then
helped lead the company to where it is today – stronger than ever,
with a market capitalization near its historic high. I look forward
to continuing to work closely with our incredible CEO Dave Lesar,
who has demonstrated tremendous energy and accomplishment since he
became CEO only a year ago.”
Mr. Carroll said, “In the nearly 30 years since I joined
CenterPoint’s Board in 1992 and during my time as Executive
Chairman of the Board, CenterPoint has successfully navigated
industry, energy and regulatory challenges, business transitions
and changes in our nation and communities. Thanks to our great
CenterPoint team, we are an indelible part of the fabric and
history of Texas and the other territories we serve. I am excited
to see how CenterPoint continues to evolve under the leadership of
Marty and Dave and reach even greater heights of potential and
promise. It has been an honor to serve as Chairman and then
Executive Chairman alongside my fellow directors.”
Mr. Lesar said, "We have been on a very focused mission over the
past year to unlock the untapped power and potential within this
company, its premium regulated utilities and its exceptional
talent. Milton has been a critical partner throughout this journey,
and with our utility-focused strategy, we are now taking advantage
of the robust capital investment opportunities available to us and
are firmly on the path to exit our midstream investments and
progress our renewable energy growth objectives. I believe the best
is yet to come, and I couldn’t be more excited to continue my
commitment to CenterPoint’s future success and the development of
its next phase of leadership over the coming years. On behalf of
myself and all our employees, I am deeply grateful to Milton for
laying CenterPoint’s strong foundation and positioning the company
so well for this new era. I am excited for our future and look
forward to discussing our second quarter results.”
About Marty Nesbitt
Martin H. Nesbitt has been a director since April 2018 and will
now serve as the independent Chairman of CenterPoint’s Board. Since
2013, he has served as Co-Chief Executive Officer of The Vistria
Group, LLC, a Chicago-based investment firm focused on the
education, healthcare and financial services industries. Prior to
co-founding Vistria, Mr. Nesbitt served as Chief Executive Officer
of PRG Parking Management (known as The Parking Spot), an owner and
operator of off-airport parking facilities, from 1996 to 2012.
Prior to The Parking Spot, Mr. Nesbitt also served as officer of
the Pritzker Realty Group, L.P. and as Vice President and
Investment Manager at LaSalle Partners, with a variety of
responsibilities including investment management for regional
retail properties. Mr. Nesbitt has served on the Boards of
Directors of American Airlines Group, Inc. since 2015 and Chewy,
Inc. since 2020. He also previously served on the Board of
Directors of Jones Lang LaSalle. He is a Trustee of Chicago’s
Museum of Contemporary Art and serves as Chairman of the Barack
Obama Foundation. He previously served as a director of Norfolk
Southern Corporation from 2013 to May 2019.
About CenterPoint Energy, Inc.
As the only investor-owned electric and gas utility based in
Texas, CenterPoint Energy, Inc. (NYSE: CNP) 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 Arkansas, Indiana, Louisiana,
Minnesota, Mississippi, Ohio, Oklahoma and Texas. As of March 31,
2021, the company owned approximately $36 billion in assets and
also owned 53.7 percent of the common units representing limited
partner interests in Enable Midstream Partners, LP, a publicly
traded master limited partnership that owns, operates and develops
strategically located natural gas and crude oil infrastructure
assets. With approximately 9,500 employees, CenterPoint Energy and
its predecessor companies have been in business for more than 150
years. For more information, visit CenterPointEnergy.com.
Forward Looking Statement
This news release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
When used in this news release, the words "continue," "could,"
"expect," "intend," "may," "plan," "potential," "should," "will" or
other similar words are intended to identify forward-looking
statements. These forward-looking statements are based upon
assumptions of management which are believed to be reasonable at
the time made and are subject to significant risks and
uncertainties. Actual events and results may differ materially from
those expressed or implied by these forward-looking statements. Any
statements in this news release regarding future events, such as
executive management continuity and succession planning, the
benefits of leadership and governance transitions, corporate
governance commitments, strategic plans and value creation, capital
investments, business opportunities, future financial performance
and results of operations, expectations regarding our midstream
investments and renewable energy growth objectives, and any other
statements that are not historical facts are forward-looking
statements. Each forward-looking statement contained in this news
release speaks only as of the date of this release. Important
factors that could cause actual results to differ materially from
those indicated by the provided forward-looking information include
risks and uncertainties relating to: (1) the impact of COVID-19;
(2) financial market conditions; (3) general economic conditions;
(4) the timing and impact of future regulatory and legislative
decisions; (5) effects of competition; (6) weather variations; (7)
changes in business plans; and (8) other factors, risks and
uncertainties discussed in CenterPoint Energy's Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, CenterPoint
Energy's Quarterly Report on Form 10-Q for the quarter ended March
31, 2021 and other reports CenterPoint Energy or its subsidiaries
may file from time to time with the Securities and Exchange
Commission.
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version on businesswire.com: https://www.businesswire.com/news/home/20210722005220/en/
Media: Communications
Media.Relations@CenterPointEnergy.com Investors: Philip
Holder / Jackie Richert 713.207.6500
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