Wendy Montoya Cloonan
Director at CNP
Board
About Wendy Montoya Cloonan
Wendy Montoya Cloonan, age 45, is an independent director of CenterPoint Energy since 2021. She chairs the Governance Committee and serves on the Human Capital and Compensation Committee. A public law and public finance attorney, she is Managing Partner at Cantu Harden Montoya LLP. She holds a B.A. (Yale), M.P.P. (Harvard Kennedy School), and J.D. with Honors (UT School of Law), and maintains NACD Directorship Certification, HBS Corporate Director Certificate, HBS Financial Accounting Certificate, CMU’s CERT Cybersecurity Oversight certificate, and Digital Directors Network systemic cyber risk governance certification .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cantu Harden Montoya LLP | Managing Partner | 2025–Present | Public law/public finance; Houston Managing Partner 2023–2024 |
| The Law Office of Wendy Montoya Cloonan, PLLC | Founder & Sole Shareholder | Aug 2019–Dec 2022 | Public law/public finance firm |
| Houston Endowment, Inc. | Senior Program Officer (Education); Assistant General Counsel; Director of Legal | Feb 2015–July 2019 | Philanthropy; cross-sector collaboration |
| Hunton Andrews Kurth LLP (f/k/a Andrews Kurth LLP) | Public law & finance attorney | 2013–2015 | Public finance/legal counsel |
| Schwartz, Page & Harding, L.L.P. | Attorney | 2011–2013 | Public law |
| Vinson & Elkins L.L.P. | Attorney | 2006–2011 | Public law |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Port Authority of Houston | Commissioner | 2019–Present | Chair Business Equity/Procurement; Community Relations; Governance; Audit; Compensation; Dredge Task Force |
| Harris County Hospital District Foundation | Vice Chair; Board Member | 2024–Present (Vice Chair); 2021–Present (Board) | Non-profit board |
| ALMAAHH (Advocates of a Latino Museum of Art & Architecture Houston/Harris County) | Secretary; Board Member | 2023–Present (Secretary); 2021–Present (Board) | Non-profit board |
| Houston Parks Board | Board Member | 2023–Present | Non-profit board |
| Harris County One For All Foundation | Chair; Board Member | 2024–Present (Chair); 2023–Present (Board) | Non-profit board |
| Young Men’s (and Mothers) Service League | Chapter President | 2024–Present | Community org leadership |
| Kinder High School for the Performing & Visual Arts | Board Member | 2024–Present | Education non-profit |
No current U.S. public company directorships are disclosed for Ms. Cloonan in the proxy; listed external roles are governmental or non-profit, reducing interlock risk .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Cloonan is independent under NYSE standards |
| Committees | Governance (Chair, effective Mar 1, 2024); Human Capital & Compensation |
| Committee Meetings (2024) | Governance: 11; Human Capital & Compensation: 4 |
| Board & Committee Attendance (2024) | Each incumbent director attended >75% of meetings of the Board and committees served |
| Director Since (CNP Tenure) | 2021 (CNP tenure 4 years as of Mar 5, 2025) |
| Executive Sessions | Independent directors hold executive sessions with each regular Board meeting; Independent Chair presides |
| Board Leadership | Independent Chair: Phillip R. Smith (appointed Feb 2024); Board cites average director tenure ≈ four years supporting transition |
Fixed Compensation
| Component | Policy / Amount |
|---|---|
| Annual Cash Retainer (Non-Employee Directors) | $125,000 |
| Committee Chair Supplemental Retainers | Audit Chair $20,000; Human Capital & Compensation Chair $20,000; Governance Chair $15,000; Safety & Operations Chair $15,000 |
| Independent Chair Supplemental Retainer | $185,000 |
| Meeting Fees | None; no meeting fees paid |
| Wendy Montoya Cloonan – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 121,951 | 137,527 |
| Stock Awards ($) | 170,000 | 170,000 |
| Change in Pension Value/Deferred Comp Earnings ($) | — | — |
| Other Compensation ($) | 32,564 (Company matching, Easy Match Program) | 11,750 (Company matching, Easy Match Program) |
| Total ($) | 324,515 | 319,277 |
Pay structure is a cash retainer plus value-based equity; cash increase YoY likely reflects partial-year Governance Chair supplement beginning March 1, 2024, consistent with policy .
Performance Compensation
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Annual Director Equity Grant (per non-employee director) | $170,000 value; 5,541 shares at $30.68 FMV (May 1, 2023); fully vested at grant | |
| Annual Director Equity Grant (per non-employee director) | — | $170,000 value; 5,798 shares at $29.32 FMV (May 1, 2024); fully vested at grant |
| Director Stock Plan | Grants are immediately fully vested; Board seeking to increase plan reserve by 350,000 shares (Item 4) |
Directors have no performance-conditioned pay; equity is value-based and fully vested on grant, aligning director compensation with share price but not operational metrics .
Other Directorships & Interlocks
| Company | Exchange | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy lists governmental/non-profit roles; no current U.S. public company directorships for Ms. Cloonan disclosed |
Expertise & Qualifications
- Government, legal, and regulatory expertise; Port of Houston commissioner experience supports oversight of regulatory interfaces and large capital programs .
- Community involvement and stakeholder insight; strong ties to Houston community .
- Risk management experience from port governance, including technology, resiliency, environmental compliance .
- Credentials: BA Yale; MPP Harvard; JD UT (Honors); NACD DC; HBS Corporate Director Certificate; HBS Financial Accounting; CMU CERT Cybersecurity Oversight; DDN systemic cyber risk governance .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Wendy Montoya Cloonan | 22,815 | * (<1%) |
- Director stock ownership guidelines: Non-employee directors must own ≥5× the regular annual cash retainer within five years of joining the Board .
- Hedging and pledging: Employees and directors are prohibited from hedging or pledging CenterPoint securities under the Insider Trading Policy .
Governance Assessment
- Strengths: Independent status; Governance Chair since March 1, 2024; strong attendance; deep legal/regulatory and risk oversight background; robust director ownership guidelines; anti-hedging/anti-pledging policy; say-on-pay support at 93.4% in 2024 reflects constructive shareholder sentiment toward governance and compensation .
- Potential watch items: Director Stock Plan share increase (350,000 shares) raises equity plan capacity—monitor dilution and grant sizing over time; ensure continued alignment of equity awards with shareholder interests .
- Conflicts/related-party exposure: Governance Committee oversees related-party approvals; the company disclosed no related-party transactions in 2024 requiring reporting—no specific conflicts flagged for Ms. Cloonan .
- Board process: Independent Chair presides over regular executive sessions; average Board tenure ~ four years supports refreshment and independence while preserving institutional knowledge .