Theodore Pound
Director at CNP
Board
About Theodore F. Pound
Independent director at CenterPoint Energy since 2015 (age 70), serving as Chair of the Human Capital and Compensation Committee and member of the Governance Committee. Background includes service as Vice President, General Counsel and Corporate Secretary at Select Energy Services (2013–2016) and Vice President, General Counsel and Secretary at Allis-Chalmers Energy (2004–2011). Education: B.A. (University of Texas at Austin) and J.D. (University of Houston). Core credentials: public company governance, human capital/compensation oversight, and finance/SEC reporting experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Select Energy Services, LLC | Vice President, General Counsel and Corporate Secretary | 2013–2016 | Led legal and governance during operating scale-up; compensation program review experience |
| Allis-Chalmers Energy, Inc. | Vice President, General Counsel and Secretary | 2004–2011 | Public company governance and SEC filings; supported board processes and financial reporting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private practice | Private Investor and Attorney | 2016–Present | No other public company directorships disclosed in proxy |
Board Governance
- Committee assignments: Human Capital and Compensation Committee (Chair); Governance Committee member .
- Independence: Board affirmatively determined Mr. Pound is independent under NYSE standards; all HCC and Governance members meet heightened independence requirements .
- Attendance: Board met 13 times; standing committees met 26 times in 2024; each incumbent director attended more than 75% of applicable meetings . Committee meetings held in 2024: Audit (8), Human Capital and Compensation (4), Governance (11), Safety & Operations (3) .
- Executive sessions: Independent directors hold executive sessions in conjunction with each regular board meeting; Independent Chair presides .
- Board refreshment and operations: Ongoing refreshment with new nominees and creation of a Safety & Operations Committee in 2024 to strengthen risk oversight in operations and safety .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (Pound) |
|---|---|---|
| Annual cash retainer (non-employee directors) | $125,000 per year; paid quarterly | $145,000 (includes committee chair retainer) |
| Committee chair retainer – Human Capital & Compensation | $20,000 per year | Included in cash above |
| Meeting fees | None | None |
| Independent Chair supplemental retainer | $185,000 (not applicable to Pound) | N/A |
| Deferred compensation plan | Frozen as of Jan 1, 2023; prior deferrals accrue interest at Moody’s LT Corporate Bond Index +2% | No deferred comp earnings reported for Pound |
| Easy Match charitable program | Matching up to $50,000 annually | $0 reported for Pound in 2024 |
Performance Compensation
| Equity Award Type | Grant Mechanics | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual stock award (Outside Directors Plan) | Board sets cash value; shares = value / FMV | May 1, 2024 | 5,798 shares; $170,000 value | Fully vested at grant | No stock options; no performance metrics attached to director equity |
| Plan capacity (amendment) | Share reserve increased by 350,000 shares | Apr 16, 2025 | Approved by shareholders (565,537,470 For; 8,404,324 Against; 897,931 Abstain) | N/A | Ensures ongoing ability to grant director equity |
Director equity is time-based and immediately vested; no PSUs/options and no performance metrics are tied to non-employee director compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards disclosed; no interlocks identified in proxy . |
Expertise & Qualifications
- Public company governance: Former GC of a public company; long tenure on CNP board provides governance continuity and mentorship for newer directors .
- Human capital/compensation: Experience reviewing executive compensation designs; chairs HCC Committee .
- Finance and accounting: SEC filings and financial reporting experience from GC roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Theodore F. Pound | 52,906 | Less than 1% | As of Feb 28, 2025; directors must own ≥5× annual cash retainer; new directors have 5 years to comply |
- Hedging/pledging: Company policy prohibits hedging or pledging of CNP securities by directors and employees .
Governance Assessment
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Strengths
- Independent director with a decade of service; currently chairs HCC—critical for succession, pay, clawback oversight .
- Board-level independence confirmed; committees meet heightened NYSE/SEC independence standards .
- Active board refresh and establishment of Safety & Operations Committee enhance operational risk oversight .
- Shareholder support for governance and compensation: 2024 say-on-pay ~93.4% support disclosed; 2025 say-on-pay approved with 550,993,748 For votes .
- Clear anti-hedging/pledging policy supporting ownership alignment .
-
Potential Red Flags and Conflicts
- Related-party transactions: Company reported none in 2024; no issues disclosed involving Pound .
- Attendance: Proxy states all incumbents exceeded 75% attendance—no low-attendance flag; specific individual attendance percentages are not disclosed .
- Director equity is fully vested at grant (no performance linkage). While standard for utilities, investors should note absence of performance conditions on director equity .
-
Implications for investor confidence
- Pound’s leadership on HCC suggests strong oversight of pay-for-performance, succession planning, and clawbacks—key for governance quality .
- Ownership of 52,906 shares indicates alignment; combined with anti-hedging/pledging policy, reduces misalignment risk .
- Robust say-on-pay outcomes and plan capacity amendment support continued director equity alignment and program stability .