Jesus Soto Jr
Executive Vice President and Chief Operating Officer at CNP
Executive
About Jesus Soto Jr
Jesus Soto, Jr. (58) is Executive Vice President and Chief Operating Officer at CenterPoint Energy, appointed July 21, 2025 and effective August 11, 2025, overseeing Electric Operations, Gas Operations, Safety, Supply Chain, and Customer Care across CNP’s footprint . He brings 30+ years of utility and infrastructure leadership (electric T&D, gas T&D, generation), with a track record in large-scale capital execution and safety culture; he holds a BS in Civil Engineering (UT El Paso), MS in Civil Engineering (Texas A&M), and MBA (University of Phoenix) . Company performance context tied to executive pay: CenterPoint met its 2024 non-GAAP Adjusted EPS growth goal and 2022 PSU awards paid out at 149% of target on a three-year TSR ranking of 10th, with added carbon reduction achievements; for 2025, management added weighted safety, operational, and customer satisfaction metrics to the STI design for executives . Management has outlined more than $31B of capital investment over the next five years; Soto is tasked with delivering this plan and improving reliability and safety outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quanta Services, Inc. | Executive Vice President, Utility Performance Solutions | 2023–2025 | Led utility performance solutions at a Fortune 200 energy infrastructure services company; experience in large-scale capital execution and safety performance . |
| Mears Group, Inc. (Quanta subsidiary) | Chief Operating Officer | 2019–2023 | Oversaw engineering and construction services across pipeline, gas distribution, telecom, and integrity markets; operational excellence focus . |
| PG&E Corporation | Senior Vice President, Gas Operations | 2012–2019 | Led gas operations at a major IOU; deep gas system safety and operations background . |
| El Paso Corporation | VP Operations Services; VP Engineering & Construction, Pipeline Group | — | Senior roles in pipeline operations and engineering/construction; prepared for execution of large-scale utility infrastructure . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| GTI Energy | Board of Directors | Current | Energy technology development and training company . |
| American Petroleum Institute | Chair, Industry Pipeline Safety Management Systems Team | Current | Industry safety management leadership . |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $725,000 | Per appointment 8-K . |
| Target Short-Term Incentive (STI) | 80% of base salary | Award for 2025 not prorated . |
| Target Long-Term Incentive (LTI) | 260% of base salary | Award for 2025 not prorated . |
| Buyout RSU (one-time) | $6,000,000 | Time-based RSUs vest 25% on each of the first four anniversaries of start date (Aug 11, 2025) . |
Performance Compensation
Short-Term Incentive (STI)
| Metric | Weighting | Target/Framework | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Adjusted EPS (non-GAAP) | 2024: 100%; 2025: combined with non-financial metrics | 2024: STI funded on Adjusted EPS; 2025: added weighted safety, operational excellence, and customer satisfaction metrics for executive officers (weights not disclosed) . | 2024 company outcome: met Adjusted EPS growth goal; executives achieved 125% of target awards . | Cash, annual . |
Long-Term Incentive (LTI) – Company Program Design (applies to EVPs, including Soto)
| Instrument | Weighting | Performance Metric(s) | Payout/Features | Vesting |
|---|---|---|---|---|
| Performance Share Units (PSUs) – Cumulative Adjusted EPS | Part of 75% PSU mix (EPS PSUs = 35% of total award) | 3-year cumulative Adjusted EPS | Aligns with long-term earnings; performance-based . | 3-year cliff . |
| PSUs – Relative TSR with P/E modifier | Part of 75% PSU mix (TSR PSUs = 35% of total award) | Relative TSR vs peer set; P/E modifier may set minimum payout if top-quartile P/E | Incentivizes outperformance; 2022 PSUs vested at 149% for 3-year TSR rank 10th (context) . | 3-year cliff . |
| PSUs – Carbon Emissions Reduction | 5% of total award | Scope 1/2 and Scope 3 goals | Supports net zero roadmap . | 3-year cliff . |
| Restricted Stock Units (RSUs) | 25% of total award | Time-based; positive operating income condition for vest | Retention and ownership; graded vesting . | 3-year graded; 1/3 annually . |
Equity Ownership & Alignment
| Item | Policy/Status |
|---|---|
| Stock Ownership Guideline | Executive Vice Presidents: 3x base salary market value; includes shares owned outright, savings plan equivalents, unvested RSUs; excludes unvested PSUs . |
| Holding Requirement | Until guideline met, retain at least 50% of after-tax shares delivered via LTI; reasonable time to reach compliance for new hires . |
| Anti-Hedging / Anti-Pledging | Hedging and pledging of CNP securities prohibited for employees and directors . |
| Insider Trading Policy | Formal policy governing purchases/sales by directors, officers, employees; filed with 10-K . |
| Beneficial Ownership | Not reported in 2025 proxy (filed March 5, 2025) as appointment effective Aug 11, 2025; ownership table lists incumbents as of Feb 28, 2025 . |
| One-time Buyout RSU | $6,000,000 time-based RSUs vesting 25% on each anniversary of Aug 11, 2025 (anticipated vest dates: Aug 11, 2026–2029); forfeiture/acceleration per standard terms (disability, death, involuntary termination by Company without cause) . |
Employment Terms
| Term | Detail |
|---|---|
| Position and Effective Date | EVP & Chief Operating Officer effective August 11, 2025 . |
| Offer/Agreement | Appointment not pursuant to any agreement or understanding with another person; participates in standard Company plans (at-will structure; Company states no employment agreements for NEOs) . |
| Change-in-Control | Double-trigger: benefits only if termination under specified circumstances within set period before/after a change in control; no excise tax gross-up . |
| Severance (non-CIC) | Executive Severance Guidelines cap cash at 1.5x base salary plus target STI for non-CEO NEOs; discretionary eligibility and amounts; may include additional reasonable benefits/outplacement . |
| Clawbacks | NYSE/Dodd-Frank compliant Executive Officer Recovery Policy for restatements; broader recoupment policy for wrongdoing applies to all employees and time-based LTI . |
| Subsidiary Officer Roles | Signed CEO certifications for certain subsidiary filings in Q3 2025 (CERC and CEHE), evidencing senior officer responsibilities within subsidiaries . |
| Related-Party/Conflicts | 8-K states no Item 404(a) related-party transactions with Soto; no family relationships; appointment not via any agreement with another person . |
Performance & Track Record
- Operational excellence/safety: Known for delivering operational excellence, executing large-scale capital projects on time/on budget, and driving safety culture .
- Capital plan execution: Expected to help deliver more than $31B of capital across CNP’s footprint over next five years; focus on resiliency and reliability (e.g., Greater Houston Resiliency Initiative) .
- Prior leadership: EVP at Quanta; COO at Mears; SVP Gas Ops at PG&E; VP roles at El Paso Pipeline Group; board leadership at GTI Energy and API safety team chair .
Compensation Structure Analysis
- High performance leverage: LTI dominated by PSUs (75%) spanning EPS, relative TSR (with P/E modifier), and carbon metrics; RSUs (25%) promote retention with positive operating income condition .
- 2025 STI design shift: Adds weighted safety/operational/customer metrics for executives, increasing non-financial accountability alongside EPS; aligns with regulated utility stakeholder priorities .
- Retention mechanics: $6M buyout RSU with four-year vesting creates multi-year retention and staged potential supply from vest releases (subject to trading windows/policies) .
- Governance protections: Double-trigger CIC, no excise tax gross-ups, clawbacks, anti-hedging/pledging, and ownership guidelines (3x salary) support alignment and risk control .
Vesting Schedules and Potential Selling Pressure
| Award | Grant/Start | Vesting Schedule | Notes |
|---|---|---|---|
| Buyout RSU (time-based) | Start date Aug 11, 2025 | 25% on each of first four anniversaries (anticipated: Aug 11, 2026; Aug 11, 2027; Aug 11, 2028; Aug 11, 2029) | Total grant-date value $6,000,000; subject to continued employment; acceleration on disability, death, or involuntary termination without cause . |
| Core RSUs (program) | Annual | 3-year graded (1/3 annually) with positive operating income condition | Part of 25% RSU allocation of LTI; promotes retention and ownership . |
| PSUs (program) | Annual | 3-year cliff | Performance-based on cumulative Adjusted EPS, relative TSR (with P/E modifier), and carbon targets . |
Insider trading, anti-hedging, and anti-pledging policies reduce forced selling/pledging risk; retention/holding requirements may limit net shares available for sale until ownership guidelines are met .
Equity Ownership & Alignment (Quantitative Snapshot)
| Item | Value |
|---|---|
| EVP Ownership Guideline | 3x base salary market value (applies to Soto) . |
| Retention Ratio Until Compliance | Retain 50% of after-tax shares delivered via LTI until guideline met . |
| Shares Pledged | Prohibited (anti-pledging) . |
| Hedging | Prohibited . |
| Beneficial Ownership (as of 2025 proxy record date) | Not listed (appointment post-record date; proxy table as of Feb 28, 2025) . |
Employment Economics Under Separation Scenarios (Framework)
| Scenario | Indicative Treatment |
|---|---|
| Change-in-Control + qualifying termination (double trigger) | CIC plan benefits only if terminated under defined circumstances; equity awards accelerate if not assumed/continued or upon covered termination; no excise tax gross-up . |
| Involuntary termination (non-CIC) | Executive Severance Guidelines: up to 1.5x base salary + target STI (discretionary), plus possible benefits/outplacement; equity per award terms . |
| Death/Disability (reference program) | STI generally prorated at target; unvested LTI treated per plan (illustrative tables for NEOs in proxy) . |
Say-on-Pay & Shareholder Feedback (Program Context)
- 2024 say-on-pay approval ~93.4%; shareholders generally supportive of executive compensation structure and succession communications; program maintained with 2025 STI enhancements .
Investment Implications
- Alignment and retention: Four-year, $6M buyout RSU plus 3x salary ownership guideline and 50% holding requirement create strong retention and alignment; anti-pledging reduces collateral-driven selling risk .
- Performance leverage: Heavy PSU mix tied to multi-year EPS, TSR, and carbon goals should align realized pay to value creation; 2025 STI adds safety/operations/customer metrics—positive for regulated utility reliability outcomes .
- Execution upside: Soto’s large-scale capital and safety track record aligns with CNP’s $31B five-year investment plan and resiliency initiatives; successful delivery could support EPS growth and rate base expansion .
- Trading signals: Watch for Form 4 filings tied to the buyout RSU grant and annual LTI awards; first time-based vest (buyout RSU) expected around Aug 11, 2026—potential incremental supply near vest dates subject to trading windows .
- Downside/risk: Integration and operational execution across multi-jurisdictional footprint; regulatory scrutiny on safety and customer outcomes; while severance is capped by guidelines, turnover risk in early tenure is partially mitigated by the multi-year vesting schedule .