Christopher Foster
Executive Vice President and Chief Financial Officer at CNP
Executive
About Christopher Foster
Christopher A. Foster is Executive Vice President and Chief Financial Officer of CenterPoint Energy, responsible for Accounting, FP&A, Treasury, Tax, Internal Audit, Investor Relations, and Operational Excellence; he joined CenterPoint in 2023 after 11 years at PG&E Corporation where he most recently served as EVP & CFO; he holds a B.A. from Michigan State University and serves on the Houston Parks Board . He was appointed EVP & CFO effective May 5, 2023 . During 2024, CenterPoint met its Adjusted EPS target (actual $1.62 vs target $1.62), with NEO short‑term incentives paying at 125% of target; company TSR translated to $133.6 on a $100 initial investment vs $114.0 for peers, and net income was $1,019 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PG&E Corporation | Executive Vice President & Chief Financial Officer | 2021–2023 | Executed financial plan targeting top‑decile earnings growth; completed $9.5B+ of securitizations and >$50B of cumulative transactions/financings over three years . |
| PG&E Corporation | Various senior finance/operations roles (Integrated Grid Planning & Innovation, Investor Relations, Treasury) | 11 years total | Progressively led finance and grid planning initiatives in a regulated utility context . |
| U.S. Congress (multiple members/committees) | Advisor; senior staff roles focused on energy and healthcare policy | ~10 years | Legislative strategy, policy analysis, and stakeholder engagement on energy and healthcare . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Houston Parks Board | Board member | N/A | Houston‑based nonprofit improving greenspaces . |
| Exploratorium (San Francisco) | Trustee/Board | N/A | Former roles and community involvement detailed; prior PG&E CFO background . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $700,000 | $725,000 (4% increase) |
| Target Bonus (% of Salary) | 80% | 80% |
| Actual Short‑Term Incentive Paid ($) | $980,000 (NEIP) | $725,000 (NEIP) |
Performance Compensation
- 2024 Short‑Term Incentive Plan (STIP)
- Design: 100% company Adjusted EPS with a negative‑only diversity & inclusion modifier (not applied in 2024) .
- Targets and results: Threshold $1.61; Target $1.62; Max $1.63; Actual $1.62; Payout: 125% of individual target for Foster .
| STIP 2024 | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EPS | 100% | $1.61 | $1.62 | $1.63 | $1.62 | 125% of target |
- 2024 Long‑Term Incentive (LTI) Mix and Foster’s Grants
- Mix: PSUs 75% (three components: cumulative Adjusted EPS ~35%, relative TSR ~35% with a P/E modifier, carbon emissions reduction ~5%); RSUs 25% with 3‑year graded vesting (1/3 each year), subject to positive operating income .
- Foster 2024 target LTI opportunity: $1,885,000 (PSUs $1,413,750; RSUs $471,250) .
| 2024 LTI Component (Foster) | Weight | Target Shares | Grant Date FV ($) | Vesting |
|---|---|---|---|---|
| RSUs | 25% | 16,909 | 471,254 | 3‑yr graded: 2/15/2025, 2/15/2026, 2/15/2027 (equal tranches) |
| PSUs – Cumulative Adjusted EPS | ~35% | 23,672 (target); 7,812 (threshold); 47,344 (max) | 659,739 | Cliff on 12/31/2026 (2024–2026 cycle); payout on Committee certification |
| PSUs – Relative TSR | ~35% | 23,672 (target); 7,812 (threshold); 47,344 (max) | 659,739 | Cliff on 12/31/2026; TSR percentile with P/E modifier |
| PSUs – Carbon Emissions Reduction | ~5% | 3,382 (target); 1,691 (threshold); 6,764 (max) | 94,256 | Cliff on 12/31/2026 |
- Special (Sign‑On/Buy‑Out) Award (2023 appointment)
- $3.9M buy‑out RSUs to offset forfeited prior equity; 50% vests on 1st anniversary (May 5, 2024/2025 depending on grant date), 50% on 2nd anniversary, subject to continued service; no CIC acceleration (but accelerates on death, disability, or termination without cause) .
- Vesting schedule shows tranches on 5/5/2025 (63,892 shares) and 5/5/2026 (14,908 shares) .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 47,995 shares; <1% of outstanding |
| Unvested RSUs (12/31/2024) | 95,709 shares; $3,036,847 market value |
| Unearned PSUs (12/31/2024) | 124,136 units; $3,938,835 market/payout value at target |
| Options outstanding | None |
| Shares acquired on vesting in 2024 | 63,893 shares; $1,931,485 value realized |
| Stock ownership guidelines | EVPs must hold stock worth 3× base salary; until met, retain ≥50% of after‑tax shares; PSUs do not count; monitored annually |
| Hedging/pledging | Prohibited under Insider Trading Policy |
Vesting calendar cues (potential supply windows):
- RSUs: 2/15/2025 (5,637 shares), 2/15/2026 (5,636), 2/15/2027 (5,636) from 2024 grant; plus buy‑out RSUs 5/5/2025 (63,892) and 5/5/2026 (14,908) .
- PSUs: 12/31/2025 (65,598 target units from 2023 cycle) and 12/31/2026 (58,538 target units from 2024 cycle), with actual shares based on certified performance .
Employment Terms
| Term | Detail |
|---|---|
| Employment start (CFO) | Effective May 5, 2023 (EVP & CFO) |
| Employment agreements | None; executives are “at‑will”; no individual employment agreements |
| Executive severance guidelines (non‑CIC) | Discretionary; cash cap generally 1.5× base salary + target STI for non‑CEO NEOs; may add prorated STI and certain benefits/outplacement; guidelines set limits, not entitlements |
| Change‑in‑control (CIC) plan | Double‑trigger (benefits only if not assumed or upon covered termination within two years of CIC); no excise tax gross‑ups; equity follows double‑trigger; Foster’s buy‑out RSUs do not accelerate on CIC but do on death, disability, or termination without cause |
| Estimated CIC benefits (as of 12/31/2024) | Total ~$9,653,000 (Severance $2,610,000; STI $580,000; unvested PSUs $3,140,000; vested PSUs $0; unvested stock awards $3,160,000; savings restoration $109,000; health/welfare $46,000; outplacement $8,000) |
| Termination (non‑CIC) benefits (as of 12/31/2024) | Value of benefits at target achievement: Unvested PSUs $0; vested PSUs $0; unvested stock awards $2,116,000; total $2,116,000 |
| Death benefits (as of 12/31/2024) | Total ~$6,930,000 (pro‑rata STI at target $580,000; unvested PSUs $3,140,000; vested PSUs $0; unvested stock awards $3,160,000; basic life $50,000) |
| Clawbacks | Recovery and recoupment policies in place |
| Perquisites and other comp | 2024 “All Other Compensation” $245,915, including financial planning, security‑related services, qualified and nonqualified savings plan contributions; limited personal aircraft charter costs are disclosed |
Additional Compensation Detail (realized and grant data)
| Item | 2023 | 2024 |
|---|---|---|
| Stock awards (grant date FV, $) | $5,720,028 | $1,884,987 |
| Non‑equity incentive plan comp ($) | $980,000 | $725,000 |
| All other compensation ($) | $690,273 | $245,915 |
Performance & Track Record
- PG&E achievements: As EVP & CFO, Foster helped execute a financial plan aiming for top‑decile earnings growth, completed over $9.5B of securitizations, and led >$50B of cumulative transactions/financings over three years, while improving balance sheet health and affordability .
- CenterPoint 2024 incentives: Company met the Adjusted EPS target (1.62), driving a 125% payout for NEOs; TSR performance produced $133.6 per $100 investment vs $114.0 for peers; reported net income was $1,019 million .
Compensation Structure Analysis
- Mix skewed to at‑risk pay: For 2024, Foster’s STI target was 80% of salary and LTI target 260% of salary, with 75% of LTI in PSUs tied to multi‑year operating (cumulative Adjusted EPS), market (relative TSR with P/E modifier), and ESG (carbon reduction) metrics, and 25% in RSUs with operating‑income gate—strong pay‑for‑performance alignment .
- Discretionary guardrails: Negative‑only D&I modifier; Committee discretion can reduce payouts to align with non‑financial results applicable to broader employees .
- No structural red flags: No employment agreements; CIC plan is double‑trigger; no excise tax gross‑ups; clawbacks and anti‑hedging/pledging policies in place .
Equity Ownership & Potential Selling Pressure
- Material unvested equity overhang: 95,709 unvested RSUs and 124,136 target PSUs at year‑end 2024 create retention hooks through 2026–2027; 2024 delivered 63,893 shares upon vesting (likely subject to tax withholding), indicating periodic deliverables that can create limited supply around vest dates .
- Key 2025–2026 windows: 2/15/2025 RSU tranche; 5/5/2025 buy‑out tranche; 12/31/2025 PSU performance period end (settlement after certification); repeat cadence in 2026 .
Employment Economics & Retention Risk
- Retention features: Buy‑out RSUs vesting through 2026 and multi‑year PSU cycles through 2026 support retention; non‑CIC severance guidelines cap cash but allow flexibility for benefits/outplacement; CIC package (~$9.65M as of 12/31/2024) is protective but double‑triggered, balancing retention and shareholder alignment .
Investment Implications
- Alignment: High proportion of at‑risk, multi‑year PSUs (EPS, TSR, carbon) and operating‑income gate on RSUs align Foster’s outcomes with shareholder value, while anti‑hedging/pledging and clawbacks strengthen governance .
- Catalyst calendar: Expect equity deliveries around mid‑Feb and early May (RSUs and buy‑out) and Q1 certification windows post‑Dec 31 for PSUs; these dates may modestly increase liquidity around settlements but also represent retention milestones .
- Risk/comfort signals: No employment agreement, no tax gross‑ups, and double‑trigger CIC terms are shareholder‑friendly; the sizable unvested equity and completed 2024 EPS target achievement (125% STI payout) suggest execution discipline and moderate retention risk through 2026 .