Manuel Miranda
Director at CNP
Board
About Manuel B. Miranda
Manuel B. Miranda (age 64) is a first-time nominee for independent director at CenterPoint Energy (CNP), with more than 40 years in the utility industry, including leadership in grid hardening and storm restoration at Florida Power & Light (FPL). He holds an MBA from Nova Southeastern University and a BS from the University of Miami; his CNP board tenure is 0 years as of March 5, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Florida Power & Light Co. (subsidiary of NextEra Energy) | Executive Vice President, Power Delivery | 2013–2024 | Responsible for transmission, substation, and distribution operations; led reliability, customer service, safety; introduced grid hardening; led restoration for nearly 50 tropical storms/hurricanes . |
| Florida City Gas | President | 2022–2023 | Led regulated gas utility operations within FPL . |
| Florida Power & Light Co. | Vice President, Transmission & Substation | 2010–2013 | Oversight of transmission/substation reliability and performance . |
| Florida Power & Light Co. | Vice President, Distribution System Performance | 2006–2010 | Led distribution system performance and operational improvements . |
| Florida Power & Light Co. | Various roles of increasing responsibility | 1982–2024 | 40+ years of utility operations and safety leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ubicquia, Inc. | Board role (for-profit entity) | 2024–Present | Technology for smart city/utility applications; industry engagement . |
| University of Miami College of Engineering Advisory Board | Advisory Board Member | 2012–Present | Engineering advisory; academic-industry interface . |
| Florida Electric Power Coordinating Group | Board/Committee Role | 2021–2023 | Regional coordination in electric power . |
| Florida Reliability Coordinating Council | Board/Committee Role | 2019–2023 | Reliability oversight and coordination . |
| Southeastern Electric Exchange | Board/Committee Role | 2016–2023 | Utility operations collaboration . |
| Association of Edison Illuminating Companies | Board/Committee Role | 2022–2023 | Technical standards and best practices . |
| Southeastern Electric Reliability Council | Board/Committee Role | 2019–2022 | Reliability standards . |
Board Governance
- Independence: The Board determined Mr. Miranda is independent under NYSE rules; it reviewed additional information, including a prior consulting relationship between a firm owned by Mr. Miranda and CenterPoint Energy Houston Electric, LLC (subsidiary), in making its determination .
- Tenure and status: First-time nominee; CNP tenure 0 years as of March 5, 2025; age 64 .
- Committee assignments: Standing committees are Audit, Human Capital & Compensation, Governance, and Safety & Operations; committee membership for new nominees (including Mr. Miranda) will be published after the Annual Meeting . The Safety & Operations Committee was formed in April 2024 to oversee safety performance, utility operations, and emergency preparedness .
- Committee activity (2024): Audit (8 meetings), Human Capital & Compensation (4), Governance (11), Safety & Operations (3) .
- Skills emphasis: Utility industry experience; operations and safety; human capital management; risk management; finance/accounting; strategic planning; technology/customer experience per Board skills matrix .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer for non-employee directors | $125,000 | Paid quarterly in arrears; no meeting fees . |
| Committee chair supplemental retainers | Audit: $20,000; HCC: $20,000; Governance: $15,000; Safety & Operations: $15,000 | Annual supplemental fees for chair roles . |
| Independent Chair supplemental retainer | $185,000 | Additional responsibilities justify separate retainer . |
| Annual director stock award (2024) | $170,000 | Granted to each non-employee director serving as of May 1, 2024; 5,798 shares based on $29.32/share; immediately vested; Mr. Miranda was not serving then and did not receive this 2024 grant . |
| Initial one-time stock award (policy) | Board-set cash value; immediate vest | Policy allows one-time initial grant upon first commencing service; example: Dean Seavers received $56,357 (1,790 shares) on Jan 2, 2025; such initial awards are discretionary and not guaranteed . |
Performance Compensation
| Component | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| Annual director stock award | None (value-based grant; no performance conditions) | Immediate vesting on grant | Director Stock Plan provides immediately vested stock awards (annual and initial), with shares determined by Board-set dollar value divided by fair market value . |
| Options/PSUs for directors | Not disclosed | N/A | The Director Stock Plan describes value-based stock awards; options/PSUs are not described for non-employee directors . |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Tenure | Potential Interlocks/Notes |
|---|---|---|---|---|
| Ubicquia, Inc. | For-profit (public status not disclosed) | Board role | 2024–Present | Technology vendor engagement; no related-party transactions disclosed for 2024 . |
| Industry councils (FEPGC, FRCC, SEE, AEIC, SERC) | Associations | Member/Board roles | Various (2016–2023; 2019–2023; etc.) | Sector networking; no conflicts disclosed for 2024 . |
| University of Miami College of Engineering Advisory Board | Non-profit/academic | Advisory Board Member | 2012–Present | Academic advisory; charitable contribution thresholds for independence per categorical standards . |
Expertise & Qualifications
- Operations and safety leadership across transmission, substation, and distribution; hurricane resiliency leader who introduced grid hardening and led ~50 storm restorations .
- Utility industry experience spanning 40+ years, including executive roles impacting reliability and customer service .
- Human capital management experience managing 6,000+ employees and contractors with focus on engagement and safety .
- Board skills matrix alignment in risk management, finance/accounting, technology/customer experience, strategic planning, and government/regulatory .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 0 shares; <1% of outstanding . |
| Shares outstanding basis | 652,726,754 shares used for % calculation . |
| Vested vs unvested shares | Not applicable (no director grants recorded for Mr. Miranda as of the disclosure date) . |
| Pledging/Hedging | Prohibited for employees and directors under Insider Trading Policy . |
| Director stock ownership guidelines | Required ownership ≥ 5× annual cash retainer; attainment within 5 years of joining the Board . |
Governance Assessment
- Strengths: Deep utility operations and storm resiliency expertise directly relevant to CNP’s long-term resiliency investments (GHRI, Systemwide Resiliency Plan), enhancing Board oversight of safety and operations during a capital-intensive decade .
- Independence and conflicts: Board affirmatively determined independence; prior consulting relationship with a Miranda-owned firm and a CNP subsidiary was reviewed in the context of NYSE and categorical standards—no related-party transactions required disclosure in 2024 .
- Alignment and incentives: Director compensation combines cash retainer with immediately vested equity; ownership guidelines (≥5× cash retainer within 5 years) and anti-hedging/anti-pledging policy support long-term alignment, though current beneficial ownership is 0 shares as of Feb 28, 2025 pending onboarding .
- Program optics: Board is seeking shareholder approval to add 350,000 shares to the Director Stock Plan (leaving 492,275 shares available if approved); plan allows immediate vesting, which improves liquidity but may reduce multi-year performance linkage for directors .
- Board process quality: Candidate identification/vetting conducted via third-party executive search firm as part of ongoing refreshment; committee assignments for new nominees will be set post-election, with Safety & Operations Committee created to institutionalize oversight of operational risks .
RED FLAGS
- Prior consulting relationship with a CNP subsidiary (mitigated by Board independence determination and no related-party transactions disclosed for 2024) .
- 0-share beneficial ownership as of Feb 28, 2025 (early tenure; subject to 5-year guideline compliance timeline) .
- Immediate vesting of director equity and proposed share pool increase (plan design choice; may draw investor scrutiny on director pay structure) .