Phillip Smith
Independent Chair of the Board at CNP
Board
About Phillip R. Smith
Phillip R. Smith is the Independent Chair of CenterPoint Energy’s Board and Chief Financial Officer of Marathon‑Sparta Holdings, Inc. He is 73, has served on CNP’s board since 2014 (11 years of tenure), and is a licensed CPA with 25+ years of public company financial reporting and audit experience; education includes B.A. and M.B.A. from Baylor University . He was appointed Independent Chair effective February 2024; the Board waived the mandatory retirement age policy for him for two years citing special skills and continuity needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon‑Sparta Holdings, Inc. | Chief Financial Officer | 2023–Present | Finance leadership; affiliated through common ownership with Torch Energy Advisor Inc. |
| Marathon‑Sparta Holdings, Inc. | President & Chief Executive Officer | 2019–2022 | Led operations strategy and governance |
| Torch Energy Advisor Inc. | President & Chief Executive Officer | 2013–2019 | Led energy portfolio including wind/solar development; informs energy transition oversight |
| KPMG LLP | Partner | 2002–2012 | Public company audit, cybersecurity oversight exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Care Service Corporation | Director | 2021–2024 | Governance perspective from large insurer |
| Oilstone Energy Services, Inc. | Director | 2014–2016 | Energy services oversight experience |
Board Governance
- Current role: Independent Chair; no standing committee memberships; previously Audit Committee Chair from April 24, 2014 to April 26, 2024 .
- Independence: Board determined Mr. Smith is independent under NYSE standards and CNP categorical standards .
- Attendance: In 2024, the Board met 13 times, standing committees met 26 times, and each incumbent director attended >75% of Board and committee meetings; directors are expected to attend the annual meeting .
- Leadership: Independent Chair duties include presiding over Board and executive sessions, setting agendas, liaising with CEO, and overseeing information flow and ethical tone; Mr. Smith presides over independent executive sessions .
- Committee landscape: Standing committees are Audit, Human Capital & Compensation, Governance, and Safety & Operations (formed April 2024); all committee members are independent and meet heightened SEC/NYSE standards where applicable .
- Governance processes: Annual third‑party facilitated Board, committee, and individual director assessments in 2024; majority voting standard with resignation framework; robust shareholder engagement program .
- Retirement policy: Board waived the mandatory retirement age for Mr. Smith for two years, citing his company knowledge amid Board refreshment and leadership transitions .
Fixed Compensation
| Component | Policy/Rate | 2024 Amount for P.R. Smith |
|---|---|---|
| Annual cash retainer (non‑employee director) | $125,000 annually; paid quarterly; no meeting fees | $286,896 (includes partial-year Independent Chair service) |
| Independent Chair supplemental retainer | $185,000 annually | Included in cash total (partial year) |
| Committee chair fees (if applicable) | Audit $20,000; Human Capital & Compensation $20,000; Governance $15,000; Safety & Operations $15,000 | N/A (no committee memberships in 2024) |
| Other compensation (Easy Match charitable program) | Company matches up to $50,000 annually | $1,000 |
Performance Compensation
| Equity Award | Grant mechanics | 2024 Grant Detail for P.R. Smith |
|---|---|---|
| Annual stock award under Stock Plan for Outside Directors | Value-based grant; cash value set by Board; shares calculated at grant-date FMV; immediately vested | $170,000 grant value; 5,798 shares at $29.32 FMV on May 1, 2024 |
| One-time initial grant (only for new directors) | Immediate vest; cash value set by Board | N/A for Mr. Smith; applicable to Mr. Seavers in Jan 2025 |
No director performance metrics or options are used; director equity is an immediately vested annual grant to align interests, not contingent on financial or ESG metrics .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Overlap with CNP Competitors/Suppliers/Customers | Notes |
|---|---|---|---|
| Health Care Service Corporation | Private | None disclosed | Tenure 2021–2024 |
| Oilstone Energy Services, Inc. | Private | None disclosed | Tenure 2014–2016 |
No related-party transactions involving Mr. Smith were reported for 2024; Board-level review found none requiring disclosure .
Expertise & Qualifications
- Finance and accounting (licensed CPA; extensive financial reporting/audit experience) .
- Cybersecurity and physical security oversight exposure through audit background and continuing CPA training .
- Energy transition insights stemming from renewable project development leadership (wind/solar) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Phillip R. Smith | 67,243 | <1% (asterisk denotes less than one percent) |
- Directors must hold shares equal to at least 5× the annual cash retainer; new directors must comply within five years (company policy; individual compliance status not disclosed) .
- Company anti‑hedging and anti‑pledging policy prohibits hedging and pledging by directors and employees .
- Shares outstanding as of February 28, 2025: 652,726,754, used for percent determinations in the proxy .
Governance Assessment
-
Strengths
- Independent Chair structure separates Board leadership from management; robust role definition and executive session leadership by Mr. Smith supports board effectiveness .
- Proven audit and finance expertise; decade-long service as Audit Chair before transition to new chair in 2024 ensures continuity and controls oversight .
- Clear independence determination; no related‑party transactions; strong insider trading/anti‑hedging/anti‑pledging policies and clawback frameworks .
- Shareholder engagement and support: 93.4% say‑on‑pay approval at 2024 meeting; Board proactively formed Safety & Operations Committee to strengthen risk oversight .
-
Watch items
- Mandatory retirement age waiver for Mr. Smith (two years) reflects Board’s desire for continuity and skill retention amid refresh; investors often scrutinize waivers for potential entrenchment—Board provided rationale tied to CEO transition and Audit Chair succession .
- Amendment to Outside Directors Stock Plan to increase share reserve by 350,000 shares (Item 4) elevates long-term director equity over cash; monitor equity overhang and alignment outcomes .
-
Compensation alignment signals
- Director pay structure is simple: fixed cash plus immediately vested stock; no meeting fees; independent chair premium recognizes added responsibilities; no tax gross‑ups; robust clawbacks apply to executives, and broader recoupment policy for misconduct enhances governance posture .
-
Attendance and engagement
- Board and committees were active in 2024; incumbents exceeded 75% attendance; expectation to attend annual meeting is enforced .
-
Conflicts and related‑party exposure
- None reported for 2024 at the director level; Board applies categorical standards and formal processes to assess independence and related‑party matters .