Jason Wells
About Jason Wells
Jason P. Wells (age 47) is President and Chief Executive Officer of CenterPoint Energy (appointed January 5, 2024) and serves as a non‑independent director; he previously held COO, CFO and senior finance roles at CenterPoint and PG&E, and holds B.A./M.A. degrees from the University of Florida with an inactive CPA license . Under Wells’ leadership, CNP met its 2024 Adjusted EPS target (STI payout at 125%) and the 2022–2024 PSU cycle vested at 149%; pay-versus-performance shows 2024 TSR value of $100 at $133.6 vs peer group $114.0, with company-selected measure Adjusted EPS at $1.62 and reported net income of $1,019 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CenterPoint Energy | President & CEO | 2024–Present | Leads strategy and execution; Board communication; current CEO of a public utility . |
| CenterPoint Energy | President & COO | 2023–2024 | Oversaw day-to-day operations and safety program . |
| CenterPoint Energy | President, COO & CFO | 2023 | Combined operating and financial leadership during transition . |
| CenterPoint Energy | EVP & CFO | 2020–2022 | Led finance for utility transformation and capital plan . |
| PG&E Corporation | EVP & CFO | 2019–2020 | Senior finance leadership through bankruptcy emergence; PG&E exited Chapter 11 on July 1, 2020 . |
| PG&E Corporation | SVP & CFO | 2016–2019 | Corporate finance leadership at large IOU . |
| Pacific Gas & Electric Co. | VP, Business Finance | 2013–2016 | Operational finance leadership . |
External Roles
| Organization | Role | Years |
|---|---|---|
| M.D. Anderson Cancer Center | Board of Visitors | 2022–Present |
| Kinder Rice Institute for Urban Development | Advisory Board | 2021–Present |
| Central Houston, Inc. | Board | 2022–Present |
| Greater Houston Partnership | Executive Committee & Board | 2023–Present |
| University of Houston, C.T. Bauer College of Business | Bauer College Board | 2022–2024 |
Fixed Compensation
Multi-year summary (values as reported in proxy SCT):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $667,463 | $969,039 | $1,140,846 |
| Stock awards (grant-date FV) | $1,737,497 | $3,919,966 | $5,749,999 |
| Non-equity incentive (STI) | $860,063 | $1,972,250 | $1,796,875 |
| All other compensation | $193,847 | $220,210 | $543,446 |
| Total | $3,458,870 | $7,081,465 | $9,231,166 |
Key 2024 targets (approved on CEO appointment): base salary $1,150,000; STI target 125% of salary; LTI target 500% of salary . Actual STI achievement was 125% of target (Adjusted EPS met), yielding $1,796,875 paid for 2024 .
Performance Compensation
- Short-term incentive design (2024): 100% Adjusted EPS with a negative-only D&I modifier up to -5% and Committee discretion to align with non-financial metrics used for non-execs .
- 2024 results: Adjusted EPS target $1.62; actual $1.62; payout 125% of target for named executives .
| 2024 STI metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EPS | 100% | $1.62 | $1.62 | 125% |
2024 long-term incentive grants (Feb 15, 2024):
| Award type | Grant date | Target shares | Grant-date FV | Vesting |
|---|---|---|---|---|
| RSU | 2/15/2024 | 51,579 | $1,437,507 | 1/3 on each of 2/15/2025, 2/15/2026, 2/15/2027; requires continued service and positive operating income . |
| PSU – TSR (35%) | 2/15/2024 | 72,210 target; 36,105 thr.; 144,420 max. | $2,012,493 | 3-year cliff (performance through 12/31/2026); relative TSR vs 18‑company peer; P/E modifier can set 75% floor if top-quartile P/E . |
| PSU – Cumulative Adjusted EPS (35%) | 2/15/2024 | 72,210 target; 23,830 thr.; 144,420 max. | $2,012,493 | 3-year cliff through 12/31/2026; goal based on plan growth rates . |
| PSU – Carbon reduction (5%) | 2/15/2024 | 10,316 target; 5,158 thr.; 20,632 max. | $287,507 | 3-year cliff through 12/31/2026; Scope 1&2 and Scope 3 reduction thresholds . |
PSU performance (2022–2024 cycle): overall vesting at 149% (TSR 10th position = 100%; Adjusted EPS 200%; Scope 1&2 121%; Scope 3 200%) . Wells realized 72,272 PSUs vesting valued at $2,457,971 for 2024 (incl. dividends) .
Equity Ownership & Alignment
- Beneficial ownership (2/28/2025): 297,182 shares (includes 55,560 held in trust); <1% of outstanding shares .
- Unvested RSUs at 12/31/2024: 101,375 units (market value $3,216,629 at $31.73) .
- Unearned PSUs at 12/31/2024: 326,591 target units (payout value $10,362,732 at $31.73) .
- Ownership guidelines: CEO must hold 5x base salary; until met, retain at least 50% of after-tax shares; unvested RSUs count; PSUs do not; prohibition on hedging and pledging; compliance reviewed annually .
- Insider trading policy and windowing in place; policy filed as an exhibit to the 2024 10‑K .
Upcoming time-based RSU vesting (share counts):
| Vesting date | Shares (RSUs) |
|---|---|
| 2/15/2025 | 16,154 (2022 grant) + 17,193 (2024 grant) = 33,347 |
| 2/15/2026 | 33,642 (2023 grant) + 17,193 (2024 grant) = 50,835 |
| 2/15/2027 | 17,193 (2024 grant) |
Performance-based PSU vesting schedules (target units):
- 12/31/2025: 148,025 target PSUs from 2023 grant (performance-contingent) .
- 12/31/2026: 178,566 target PSUs from 2024 grant (performance-contingent) .
These scheduled vests represent known supply events; actual net share delivery depends on tax withholding and, for PSUs, performance outcomes .
Employment Terms
| Topic | Provision |
|---|---|
| Employment agreements | None for named executive officers . |
| Executive severance guidelines (non‑CIC) | CEO max cash severance “absent compelling reasons” at 2x base salary plus target STI; other NEOs 1.5x base plus target STI; Committee discretion applies . |
| Change-in-control (CIC) plan | Double-trigger; CEO receives 3x (base + target STI) upon covered termination; other NEOs 2x; includes prorated STI, equity treatment, certain benefit credits; no excise tax gross‑up . |
| Equity on CIC | Double-trigger acceleration if awards not assumed/continued or on covered termination; PSUs settled at target unless plan provides otherwise . |
| Clawback/recoupment | Dodd-Frank/NYSE-compliant clawback for restatements; broader recoupment for wrongdoing across time- and performance-based awards . |
| Hedging/pledging | Prohibited for employees and directors . |
| Deferred comp/pension | No defined benefit accrual for Wells in 2024; Company contributed $31,050 (qualified) and $249,129 (savings restoration) with Wells’ SRP balance at $675,116 as of 12/31/2024 . |
CIC illustrative payout table (12/31/2024 scenario, rounded): total $22.9 million for Wells (includes severance $7.763m, STI $1.438m, unvested PSUs/RSUs valued at market) .
Board Governance (director role)
- Board service: Non‑independent director since January 2024; no standing committee assignments .
- Leadership structure: Independent Chair (Phillip R. Smith); roles of Chair and CEO separated; regular executive sessions of independent directors .
- Board activity: Board met 13 times in 2024; each incumbent director attended >75% of Board/committee meetings .
- Independence: Wells is management director; Board majority independent (as determined under NYSE and categorical standards) .
- Dual-role implications: Separation of CEO and Chair and presence of Independent Chair mitigate CEO/Chair concentration risk and support independent oversight .
Performance & Track Record
- 2024 strategic and regulatory execution: Launched and accelerated Greater Houston Resiliency Initiative; made progress on five rate cases across four states; met non‑GAAP Adjusted EPS growth target .
- 2024 pay-for-performance outcomes: STI paid at 125% of target on Adjusted EPS; 2022–2024 PSUs vested at 149% (TSR met target; EPS and carbon exceeded targets) .
- Pay vs performance snapshot (2024): CNP TSR value of $100 = $133.6 vs peer group $114.0; Net income $1,019m; company-selected measure Adjusted EPS $1.62 .
Compensation Structure Analysis
- Mix and at-risk pay: CEO target comp is highly equity/performance-oriented (500% of salary LTI; 75% of LTI in PSUs with TSR/EPS/carbon goals) .
- Metric rigor: 2024 Adjusted EPS target embedded 8% YoY growth; 2022–2024 PSU goals yielded 149% payout, indicating performance sensitivity (TSR target met; EPS/carbon above target) .
- Governance features: No employment agreements, no option grants since 2004, no excise tax gross-ups; double-trigger CIC; robust clawbacks; anti-hedging/pledging .
Compensation Peer Group and Say-on-Pay
- 2024 peer group (also used for relative TSR): 18 regulated utilities including AEP, EIX, ETR, PPL, WEC, XEL, etc. (see proxy for full list) .
- Market positioning: Targets benchmarked around middle of market (25th–75th percentile) .
- Shareholder support: Say‑on‑pay approval ~93.4% at 2024 meeting; 2025 say‑on‑pay approved (For 550,993,748; Against 22,347,963; Abstain 1,498,014) .
Risk Indicators & Red Flags (as disclosed)
- Related-party transactions: None reportable in 2024 .
- Hedging/pledging: Prohibited; policy enforced via Insider Trading Policy .
- Option repricing: No option grants since 2004 .
- Perquisites: Security and limited personal aircraft use ($213,267 for Wells in 2024), treated and disclosed per SEC rules .
Investment Implications
- Alignment and retention: High performance equity mix (PSUs 75%) and sizable unvested/unearned equity (RSUs ~101k; PSUs ~327k target) align horizons and create moderate retention hooks; upcoming vesting in 2025–2027 may add episodic selling supply but anti‑pledging and ownership guidelines mitigate misalignment risk .
- Execution track record: Meeting 2024 EPS target and 149% PSU payout over 2022–2024 reflect disciplined plan delivery; pay outcomes tracked TSR and operational goals (carbon reduction) during Wells’ leadership transition period .
- Governance quality: Separation of Chair/CEO, independent committees, double‑trigger CIC, robust clawbacks, and strong say-on-pay support point to sound governance and lower governance risk premia .
- Pay risk: No employment agreements or gross-ups and absence of stock options reduce asymmetric risks (repricing/golden parachute optics) relative to peers .