Jason Ryan
Executive Vice President, Regulatory Services & Government Affairs at CNP
Executive
About Jason Ryan
Jason M. Ryan, age 49, serves as Executive Vice President, Regulatory Services and Government Affairs at CenterPoint Energy (since January 2022). He holds a BBA from the Texas McCombs School of Business and a JD from the University of Texas School of Law, and previously held senior regulatory and legal roles at CNP . Corporate performance over his tenure shows multi‑year progress: FY2022–FY2024 revenues moved from $9.32B to $8.64B and EBITDA rose from $2.65B to $3.33B, while net income was $1.06B in FY2022 and $1.02B in FY2024, underpinning “pay-for-performance” incentives that delivered a 149% PSU payout for the 2022–2024 cycle on cumulative Adjusted EPS, TSR and carbon targets *. As EVP, Ryan’s regulatory execution contributed to improved equity ratios and returns across five rate cases, >80% of rate base shielded from general rate cases for ~4 years, capital tracker recovery on ~85% of capex, and ~98% cost recovery for extreme weather restoration—key drivers of investment profile and cash flow efficiency .
Values marked with * are retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CenterPoint Energy | EVP, Regulatory Services & Government Affairs | Jan 2022–present | Led regulatory strategy across jurisdictions; improved equity ratios/ROE in five general rate cases; limited rate case exposure; enhanced capital tracker recovery; advanced storm cost recovery |
| CenterPoint Energy | SVP, Regulatory Services & Government Affairs | Jul 2020–Jan 2022 | Senior regulatory leadership prior to EVP promotion |
| CenterPoint Energy | SVP & General Counsel | Apr 2019–Jul 2020 | Oversaw legal agenda, supporting regulatory and corporate initiatives |
| CenterPoint Energy | SVP, Regulatory & Government Affairs | Feb 2019–Apr 2019 | Transition role scaling regulatory portfolio |
| CenterPoint Energy | VP, Regulatory & Government Affairs; Associate GC | Mar 2017–Feb 2019 | Advanced regulatory filings and stakeholder engagement |
| CenterPoint Energy | VP & Associate General Counsel | Sep 2014–Mar 2017 | Led corporate/legal matters supporting regulatory outcomes |
External Roles
| Organization | Role | Years |
|---|---|---|
| Texas Diabetes Council | Governor-appointed member | 2013–2019; reappointed 2019–2025 |
| Lone Star Flight Museum | Board member | Current |
| Association of Electric Companies of Texas | Board member | Current |
| Houston Christian University – Strategic AI Program | Advisory board | Current |
| American Gas Association | Executive committee, legal committee | Current |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Short-Term Incentive Paid ($) | Other Cash Bonus ($) | Source |
|---|---|---|---|---|---|---|
| 2024 | 525,000 | 70% | 367,500 | 459,375 | — | DEF 14A |
| 2023 | 505,962 | — | — | 624,750 | 200,000 (one-time) | DEF 14A |
Performance Compensation
Short-Term Incentive (STI) – 2024
| Metric | Threshold | Target | Maximum | Actual | Payout (as % of Target) | Notes |
|---|---|---|---|---|---|---|
| Adjusted EPS (non-GAAP) | $1.61 | $1.62 | $1.63 | $1.62 | 125% | D&I negative-only modifier up to 5% not applied |
Long-Term Incentives – Design and Weighting
| Component | Weighting | Vesting | Payout Scale | Key Design Details |
|---|---|---|---|---|
| PSUs – Relative TSR | 35% | 3-year cliff | 33%–200%; P/E top quartile modifier floors at 75% | Peer group of 18 utilities; TSR averaged across 20 periods |
| PSUs – Cumulative Adjusted EPS | 35% | 3-year cliff | 50%–200% | Growth targets set by HCCC, aligned to top-quartile utility growth |
| PSUs – Carbon Reduction (Scopes 1–3) | 5% | 3-year cliff | 50%–200% | Scope 1/2 max ≥65% reduction; Scope 3 max ≥6% vs. 2021 |
| RSUs | 25% | 3-year graded (1/3 each year) | Time-based | Vests only if prior year positive operating income |
2022–2024 PSU cycle payout was 149% of target (EPS > target, TSR at target, carbon goals exceeded), evidencing realized pay-for-performance .
2024 Equity Awards Granted to Jason Ryan (Grant date 2/15/2024)
| Award Type | Shares (Threshold) | Shares (Target) | Shares (Max) | RSU Units (All Other Stock Awards) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RSUs | — | — | — | 9,419 | 262,508 |
| PSUs – TSR | 4,352 | 13,186 | 26,372 | — | 367,494 |
| PSUs – Cumulative Adj. EPS | 6,593 | 13,186 | 26,372 | — | 367,494 |
| PSUs – Carbon Reduction | 942 | 1,884 | 3,768 | — | 52,507 |
2024 Long-Term Target Mix for Jason Ryan
| Base Salary | LTI Target (% of Salary) | LTI Target ($) | PSU Portion (75%) | RSU Portion (25%) |
|---|---|---|---|---|
| 525,000 | 200% | 1,050,000 | 787,500 | 262,500 |
Scheduled Vesting – Jason Ryan
| Grant Date | Type | Vesting Date | Units |
|---|---|---|---|
| 2/15/2022 | RSU | 2/15/2025 | 10,245 |
| 2/15/2023 | RSU | 2/15/2026 | 8,754 |
| 7/18/2023 | RSU | 2/15/2026 | 4,671 |
| 2/15/2024 | RSU | 2/15/2025 | 3,140 |
| 2/15/2024 | RSU | 2/15/2026 | 3,140 |
| 2/15/2024 | RSU | 2/15/2027 | 3,139 |
| 2/15/2023 | PSUs | 12/31/2025 | 38,516 |
| 2/15/2024 | PSUs | 12/31/2026 | 32,608 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially owned common shares | 136,106 |
| Ownership % of shares outstanding | <1% (“*” denoted less than one percent) |
| Unvested RSUs (units) | 30,668; market value $973,096 |
| Unearned PSUs (units) | 91,675; market/payout value $2,908,848 |
| Stock ownership guideline | EVP: 3x base salary market value |
| Holding/retention rule | Retain ≥50% of after-tax shares until guideline met |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreements | None; no guaranteed severance absent CIC plan |
| Executive severance guidelines | Non-CEO NEO max cash severance 1.5x base salary + target STI (discretionary; no entitlement) |
| Change-in-control (CIC) | Double-trigger for equity awards and CIC cash benefits; no excise tax gross-ups |
| Clawbacks/recoupment | NYSE/Dodd-Frank-compliant recovery for restatements regardless of culpability; broader recoupment for wrongdoing applies to time-based awards |
CIC Economics – Hypothetical on 12/31/2024 (Jason Ryan)
| Type of Payment | Amount ($) |
|---|---|
| Severance amount | 1,785,000 |
| Short-term Incentive Plan | 368,000 |
| PSUs (Unvested) | 2,261,000 |
| PSUs (Vested) | 798,000 |
| Stock awards (Unvested) | 1,018,000 |
| Benefit restoration plan | 326,000 |
| Health and welfare benefits | 24,000 |
| Outplacement | 8,000 |
| Total | 6,588,000 |
Termination (non‑CIC) – Hypothetical on 12/31/2024
| Type of Payment | Amount ($) |
|---|---|
| PSUs (Vested) | 798,000 |
| Total | 798,000 |
Death Benefits – Hypothetical on 12/31/2024
| Type of Payment | Amount ($) |
|---|---|
| Short-term Incentive Plan | 368,000 |
| PSUs (Unvested) | 2,261,000 |
| PSUs (Vested) | 798,000 |
| Stock awards (Unvested) | 1,018,000 |
| Basic life insurance | 50,000 |
| Total | 4,495,000 |
Pension and Restoration Plans (Present Value at 12/31/2024)
| Plan | Years Credited | Present Value ($) |
|---|---|---|
| CNP Retirement Plan (Cash Balance) | 15.1 | 165,760 |
| CNP Benefit Restoration Plan | 15.1 | 141,761 |
Perquisites (2024)
- Temporary security personnel at personal residence due to heightened threats (also provided to CEO, CFO, GC, CHRO) .
Company Performance (for Pay-Alignment Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 9,321,000,000 * | 8,696,000,000 | 8,643,000,000 |
| EBITDA ($) | 2,649,000,000* | 2,972,000,000* | 3,329,000,000* |
| Net Income ($) | 1,057,000,000 | 917,000,000 | 1,019,000,000* |
Values marked with * are retrieved from S&P Global.
Investment Implications
- Pay-for-performance alignment: Ryan’s 2024 compensation mix relies on at-risk incentives (STI tied to Adjusted EPS; LTI 75% PSUs with TSR/EPS/carbon metrics, 25% RSUs), with realized PSU payouts of 149% on the 2022–2024 cycle consistent with EPS and carbon outperformance and TSR at target .
- Retention risk and selling pressure: Scheduled RSU tranches (~3,140 each year in 2025–2027) and PSU vestings (2025 and 2026) create predictable deliverables; however, anti-hedging and anti-pledging policies and 3x salary ownership guidelines reduce misalignment risk .
- CIC and severance economics: Double‑trigger CIC design, no tax gross‑ups, and severance guidelines capped at 1.5x salary+target STI for non‑CEOs constrain windfall risk; Ryan’s modeled CIC total is $6.59M with substantial equity acceleration but governed by plan rules .
- Execution track record: Regulatory outcomes under Ryan—improved equity ratios/returns, high tracker recovery rates, and strong storm cost recoveries—support cash flow visibility and reduced regulatory lag, favorable for valuation and financing efficiency .