Thaddeus Malik
Director at CNP
Board
About Thaddeus J. Malik
Independent director of CenterPoint Energy (CNP), age 58, serving since 2023; currently a Principal at S2T Solutions and an attorney with prior public-company GC experience. Background includes partner roles at Paul Hastings and Jenner & Block and GC of Lante Corporation; education: B.A. Northwestern (with Distinction) and J.D. Harvard (Cum Laude), with cybersecurity and director credentials (NACD, HBS). Core credentials highlighted by the Board include public company governance, cybersecurity oversight, and strategic transactions expertise, aligning with CNP’s risk, operations, and strategy needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S2T Solutions, LLC | Principal | 2022–Present | Transactional advisory; strategic planning support |
| Paul Hastings, LLP | Partner | 2010–2022 | Chaired M&A Practice; Policy Committee member; strategic transactions governance |
| Jenner & Block, LLP | Partner | 2002–2010 | Corporate/M&A counsel; public company advisory |
| Lante Corporation | Vice President & General Counsel | 2000–2002 | Public tech consulting company GC; public-company governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Care Service Corporation (HCSC) | Director | 2019–Present | Chaired cybersecurity oversight committee; chaired Strategy & Risk Committee at large customer-owned insurer; >22M customers, ~30k workforce; ~$55B revenue context cited by CNP |
| The First Tee of Greater Chicago | President (2022–2024), Board Member | 2009–Present | Community leadership and governance |
| Illinois PGA Foundation | Board Member | 2005–Present | Community/charitable governance |
| TimeLine Theater Company | President (2024–Present); Board Member | 2014–2020; 2023–Present | Non-profit governance |
Board Governance
- Committees: Human Capital & Compensation; Governance; Safety & Operations (member; not chair) .
- Independence: Board determined Mr. Malik meets NYSE independence standards and the company’s categorical standards .
- Attendance and engagement: In 2024, the Board met 13 times; standing committees met 26 times (Audit 8; HCC 4; Governance 11; Safety & Operations 3); each incumbent director attended more than 75% of applicable meetings. Independent directors hold executive sessions at each regular Board meeting under an independent chair structure .
- Safety & Operations oversight: New standing committee formed April 2024 to oversee safety, operations risks, emergency preparedness, compliance, and physical security—aligned with Malik’s cybersecurity/strategy expertise .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director retainer; paid quarterly in arrears |
| Committee chair fees | $0 | Not a chair; chair fees apply to Audit ($20k), HCC ($20k), Governance ($15k), Safety & Operations ($15k) |
| Independent Chair supplemental | $0 | Applies only to Independent Chair ($185k) |
| Fees earned (2024) | $125,000 | As reported for Mr. Malik |
| Other compensation (Easy Match Program) | $38,279 | Company matching of charitable contributions; cap $50,000 per year |
| Total (2024) | $333,279 | Cash + stock awards + other comp |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual stock award (Outside Directors Plan) | May 1, 2024 | 5,798 shares; $170,000 value | Immediately fully vested | None; director equity grants are value-based and immediately vested |
| Outstanding director stock awards at 12/31/2024 | N/A | None | N/A | N/A |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer within 5 years of joining the Board; no meeting fees; equity awards granted under the Outside Directors Plan are fully vested at grant .
- Clawbacks, hedging/pledging: Company maintains Dodd-Frank compliant executive recovery policy and broader misconduct recoupment; Insider Trading Policy prohibits hedging and pledging of CNP securities by directors and employees .
Other Directorships & Interlocks
- Current public/non-profit boards: HCSC and several non-profits as above .
- Interlocks: The current Independent Chair, Phillip R. Smith, previously served on HCSC’s board (2021–2024), creating a historical network tie with Malik’s ongoing HCSC role; not flagged as a conflict by the Board .
- Related-party transactions: None reported in 2024; Governance Committee oversees conflicts and related-party approvals under established policy and categorical standards .
Expertise & Qualifications
- Public company governance and prior GC experience (Lante), advising public companies on governance best practices .
- Cybersecurity and physical security oversight (chaired cybersecurity committee at HCSC) supporting Board oversight of evolving cyber risks .
- Strategic planning and transactions (chaired M&A practice; Policy Committee at a global law firm; chaired Strategy & Risk at HCSC), aligned with CNP’s long-term plan execution and capital program oversight .
- Legal/regulatory credentials with NACD Directorship Certified, HBS Corporate Director Certificate, and CERT Cybersecurity Oversight certificate .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Thaddeus J. Malik | 9,584 | Less than 1% |
- Director stock ownership guidelines apply (5x retainer target within 5 years) .
- Anti-hedging/anti-pledging policy in effect for directors .
- No outstanding director equity awards at year-end 2024 (grants are fully vested at issuance) .
Governance Assessment
- Board effectiveness: Malik brings complementary cyber, legal, and strategic transaction expertise to key committees (HCC, Governance, Safety & Operations), strengthening oversight of compensation policy, conflicts/review, and operational risk/safety—consistent with CNP’s focus on resiliency and reliability .
- Independence and conflicts: Affirmed independent; no related-party transactions reported; categorical standards and formal conflict procedures in place—positive signal for investor confidence .
- Attendance/engagement: Board/committee cadence is robust; incumbents exceeded the 75% attendance threshold; independent executive sessions under an independent chair structure—supports governance quality and board challenge function .
- Compensation alignment: Director pay structure is standard (cash retainer + fully vested equity) with strong stock ownership guidelines; no meeting fees; Easy Match charitable program disclosure is transparent. Equity grants immediately vest without performance conditions (typical for directors), while company-level clawbacks/anti-hedging policies enhance alignment .
- Network interlocks: Historical overlap with HCSC via Independent Chair’s prior service suggests information flow benefits; no Board-identified conflicts—monitor but not a red flag .
- Shareholder signals: 2024 say-on-pay support at ~93.4% and ongoing shareholder engagement program indicate constructive investor relations posture; though not director-specific, it supports overall governance credibility .