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Monica Karuturi

Executive Vice President and General Counsel at CENTERPOINT ENERGYCENTERPOINT ENERGY
Executive

About Monica Karuturi

Executive Vice President and General Counsel of CenterPoint Energy since January 2022; previously SVP & General Counsel (2020–2022), SVP & Deputy General Counsel (2019–2020), VP & Associate GC – Corporate & Securities (2015–2019), Associate GC – Corporate (2014–2015). Age 46 as of February 10, 2025; education: BA (Brown), MS in Health Policy & Management (Columbia), JD (Georgetown). Oversees legal, governance and cybersecurity/data privacy risk management, with the CISO and CECO reporting to her. Company-level performance highlights during her current tenure include 2024 Adjusted EPS of $1.62 and cumulative TSR since 2019 equating to $133.6 on a $100 base; 2022–2024 PSUs paid at 149% driven by above-target cumulative Adjusted EPS, carbon reduction, and target-level TSR.

Past Roles

OrganizationRoleYearsStrategic impact
CenterPoint EnergyEVP & General Counsel2022–presentLeads legal and governance; oversees cybersecurity and data privacy programs; chairs risk oversight processes with regular reporting to Audit Committee.
CenterPoint EnergySVP & General Counsel2020–2022Led legal function through strategic execution, including capital plan support.
CenterPoint EnergySVP & Deputy General Counsel2019–2020Senior legal leadership across corporate matters.
CenterPoint EnergyVP & Associate GC – Corporate & Securities2015–2019Corporate and securities counsel; supported financing and governance.
CenterPoint EnergyAssociate GC – Corporate2014–2015Corporate legal counsel.
LyondellBasell IndustriesCounsel, corporate/finance/strategic transactionsTransactional counsel prior to joining CNP.

External Roles

OrganizationRoleYearsNotes
Texas Access to Justice CommissionCommissioner2015–2021Appointed by Texas Supreme Court.
Houston Bar FoundationChair2021–Dec 2024Led the foundation; governance of legal philanthropy.
Houston ZooBoard of DirectorsCurrentDirector-level oversight.
Tahirih Justice CenterAdvisory CouncilAdvisory role supporting legal services.

Fixed Compensation

YearBase Salary ($)All Other Compensation ($)Change in Pension Value ($)
2022552,462 71,527 9,454
2023695,385 91,667 64,802
2024718,270 189,449 (incl. $62,208 temporary home security; $13,000 charity match) 42,968

Perquisites in 2024 included temporary security personnel at her residence ($62,208) and company charitable match ($13,000). Qualified savings plan contributions ($20,700) and nonqualified savings restoration accruals ($87,196) were also included.

Performance Compensation

MetricWeightingThresholdTargetMaximumActualPayout
Short-Term Incentive (Adjusted EPS)100% $1.61 $1.62 $1.63 $1.62 125% of target; paid $725,000 in 2024
Long-Term Incentive ComponentWeightTarget descriptionPayout scaleVestingNotes
Relative TSR PSUs35%TSR vs 18-company peer group; P/E top quartile modifier guarantees 75% minimum 33%–200% of target (linear) 3-year cliff (2024–2026) Peer group disclosed; P/E modifier incentivizes premium valuation.
Cumulative Adjusted EPS PSUs35%3-year cumulative Adjusted EPS; growth path: Threshold 7%/5.5%/5.5%, Target 8%/6%/6%, Max 8.5%/8%/8% (2024–2026) from 2023 base 50%–200% of target 3-year cliff Aligns with long-term earnings plan.
Carbon Reduction PSUs5%Scope 1+2 cumulative reduction: Threshold 10%, Target 46%, Max 65%; Scope 3: Threshold 3.5%, Target 4%, Max 6% vs 2021 baseline 50%–200% of target 3-year cliff Supports net zero roadmap.

2022–2024 PSU payout was 149% of target: TSR 10th position (100%), cumulative Adjusted EPS $4.50 (200%), Scope 1+2 50% payout at 121%, Scope 3 200% payout at 15%.

2024 Grants (Monica Karuturi)

AwardThreshold (#)Target (#)Maximum (#)Grant date fair value ($)
RSUs (3-year graded)16,909471,254
PSUs – TSR7,81223,67247,344659,739
PSUs – Cumulative Adjusted EPS11,83623,67247,344659,739
PSUs – Carbon1,6913,3826,76494,256

RSUs vest one-third annually over 3 years, subject to positive operating income in the year preceding each vest date. PSUs vest at end of 3-year cycle based on performance.

Equity Ownership & Alignment

ItemAmountNotes
Beneficial ownership (2/28/2025)133,752 shares; <1% of outstandingAs disclosed; percent shown as “less than one percent.”
Unvested RSUs (12/31/2024)42,774 units ($1,357,219)Scheduled vest dates across 2025–2027 grants.
Unvested PSUs (12/31/2024)127,263 units ($4,038,055)Mix of 2023 and 2024 cycles; target achievement basis shown.
Executive stock ownership guideline3× base salary for EVPsIncludes owned shares, savings-plan equivalents, unvested RSUs; PSUs excluded. Retain ≥50% after-tax shares until compliant.
Hedging/pledgingProhibitedAnti-hedging and anti-pledging under Insider Trading Policy.

Employment Terms

ProvisionTerm
Employment agreementsNone for NEOs; market-benchmarked pay with at-risk mix.
Change-in-control planDouble-trigger; EVP multiple = 2× base salary + target STI; severance includes prorated STI (if not retirement-eligible), welfare benefits, legal fee reimbursement, outplacement. No excise tax gross-up; automatic cut-down if economically beneficial.
CIC equity treatmentDouble-trigger on RSUs/PSUs if not continued/assumed or upon covered termination; PSUs settle at target on acceleration.
Non-compete / non-solicitOne year post-termination; 50-mile radius; restrictions on hiring/soliciting employees and customers.
ClawbacksDodd-Frank compliant recovery of incentive comp upon restatement (3-year lookback), plus broader recoupment for wrongdoing.

Potential CIC payments (as of 12/31/2024, covered termination): Severance $2,610,000; STI $580,000; PSUs unvested $3,211,000; PSUs vested $1,045,000; unvested RSUs $1,419,000; benefit restoration $409,000; health & welfare $46,000; outplacement $8,000; total $9,328,000.

Deferred and retirement programs: Present value of pension benefits $106,892 (CNP Retirement Plan) and $150,617 (Benefit Restoration) at 12/31/2024; savings restoration plan registrant contributions $87,196 with aggregate balance $361,125.

Investment Implications

  • Pay-for-performance alignment is strong: STI paid at 125% solely on Adjusted EPS target achievement; LTI balanced across TSR, cumulative Adjusted EPS, and carbon reduction, with a P/E modifier that encourages premium valuation relative to peers.
  • Retention risk appears contained: significant unvested PSUs (127,263) and RSUs (42,774) with multi-year vesting and double-trigger protections; RSU vesting dates may create episodic selling pressure around anniversaries.
  • Change-in-control economics are meaningful but shareholder-friendly (no gross-ups), with an estimated total package of ~$9.33M at 12/31/2024; one-year non-compete/non-solicit covenants protect post-departure value.
  • Governance and risk signals are positive: anti-hedging/pledging policies, active clawbacks, no related-party transactions in 2024, and strong say-on-pay support (~93.4%).
  • Execution track record includes leading negotiation/execution of the sale agreement for Louisiana and Mississippi LDC businesses (earned $100,000 cash bonus), indicating substantive M&A contribution relevant to valuation and strategic focus.