Independent director since 2021 with relevant legal, regulatory, and community experience; CNP's 3-year TSR of +67.8% outperforms the peer median of +52.8% by +15pp, well below the 50pp threshold required to trigger a No vote for a strong-positive-TSR company; no overboarding, independence, or attendance concerns.

Independent director since 2024 (under 24 months, exempt from TSR trigger); qualified audit committee financial expert with extensive finance, accounting, and cybersecurity experience; no overboarding or independence concerns.

Independent director elected April 2025, well within the 24-month new-director exemption from the TSR trigger; brings strong finance, utility, and energy transition experience; no overboarding or independence concerns.

Independent director since 2022 and Lead Independent Director; CNP's 3-year TSR outperforms the peer median, so the TSR trigger does not apply; Franklin is the sitting CEO of Essential Utilities and holds two public company board seats (CNP and Essential Utilities), which is at the boundary of the policy threshold for sitting CEOs (2 or more outside seats would trigger a No — Franklin holds 1 outside seat at CNP, so the threshold is not breached); no other concerns.

First-time nominee, exempt from TSR trigger; brings nearly three decades of utility and power sector audit expertise as a licensed CPA and former PwC senior partner, making him highly qualified for the audit committee; no overboarding or independence concerns identified.

Independent director since 2021; CNP's 3-year TSR outperforms the peer median by +15pp, well below the 50pp trigger threshold for a strong-positive-TSR company; brings government, regulatory, and community experience; no overboarding or attendance concerns.

Independent director since 2023; TSR trigger does not apply given CNP outperforms peer median; brings legal, governance, cybersecurity, and strategic planning experience; no overboarding or independence concerns.

Independent director elected April 2025, well within the 24-month new-director exemption from the TSR trigger; brings over 40 years of utility operations, safety, and grid resilience experience highly relevant to CNP's capital plan; no overboarding or independence concerns.

Independent director since 2015; CNP's 3-year TSR of +67.8% outperforms the peer median of +52.8% by +15pp, which does not reach the 50pp threshold required to trigger a No vote under the strong-positive-TSR band; brings governance, legal, and human capital experience; no overboarding or attendance concerns.

Independent director since 2024 (under 24 months, exempt from TSR trigger); brings extensive utility industry operations and public company governance experience; currently holds seats at Ametek Inc. and Vine Hill Capital Investment Corp. in addition to CNP, totaling 3 public company seats, which is below the 4-seat overboarding threshold; no independence concerns.

Non-independent executive director and CEO since 2024 (under 24 months on the board, exempt from TSR trigger); as CEO he holds no outside public company board seats, so the sitting-CEO overboarding rule does not apply; strong company performance under his leadership supports continued board service.