Title of each class of securities to which the transaction applies:

Aggregate number of securities to which the transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of the transaction:

Total fee paid:

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

Vistra Corp.

6555 Sierra Drive

Irving, Texas 75039

Place:

Virtual Meeting

Register in advance at: www.proxydocs.com/VST

Time and Date:

9:00 a.m. (CT)

Wednesday, April 28, 2021

Record Date:

March 16, 2021

Elect the 10 directors named in this proxy statement and nominated by the Board to serve on the Board until the 2022 annual meeting of stockholders (the “2022 Annual Meeting”);

To approve, on an advisory basis, the compensation of the Company’s named executive officers; and

To ratify the selection of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

PROXY SUMMARY INFORMATION

PROPOSALS FOR STOCKHOLDER ACTION

6

PROXY STATEMENT

7

DIRECTOR NOMINEE HIGHLIGHTS

14

MANAGEMENT

PROPOSAL 1 – ELECTION OF DIRECTORS

Director Qualification and Nomination Process

Corporate Governance Overview

Sustainability Governance

Corporate Governance Guidelines

Corporate Governance Practices

Corporate Governance Documents

Stockholder and Stakeholder Engagement

Meetings of the Board and its Committees

Communications with Directors

Director Independence

Code of Conduct

Complaint and Reporting Procedures for Accounting and Auditing Matters

Business Relationships and Related Person Transactions Policy

Charitable Contributions

Insider Trading Policy and Prohibition on Hedging and Pledging

Board Risk Oversight

Beneficial Ownership of Common Stock of the Company

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Performance Overview

Corporate Governance Practices

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

SOCIAL RESPONSIBILITY & COMPENSATION COMMITTEE REPORT

COMPENSATION TABLES

PROPOSAL 2 – ADVISORY VOTE ON 2020 COMPENSATION OF NAMED EXECUTIVE OFFICERS

AUDIT COMMITTEE REPORT

Principal Accountant Fees

PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OTHER BUSINESS

Delivered Adjusted EBITDA* (as defined in the “Performance Highlights” section on page 46) above the upper end of raised financial guidance, representing the fifth year in a row that Vistra’s financial results exceeded the midpoint of Vistra’s financial guidance.

Delivered Adjusted Free Cash Flow before Growth* (as defined in the “Performance Highlights” section on page 46) above the high end of the 2020 guidance range, resulting in an EBITDA to free cash flow conversion ratio of 69%.

Achieved ~$750 million of projected ~$860 million Dynegy Inc. (“Dynegy”), Crius Energy (“Crius”), and Ambit Energy (“Ambit”) transaction synergies and Operations Performance Initiative (“OPI”) value lever targets by year-end 2020.

Implemented preventive COVID-19 health and safety measures for employees and contractors such as onsite temperature testing, requiring proper personal protective equipment, maximizing social distancing, maintaining a work from home policy, and assisting with access to virus testing to support operations though the pandemic.

Supported customers and communities during the pandemic by maintaining customer service levels at all-time highs, donating $2 million to non-profits and social service agencies, providing nearly 180,000 masks and face coverings to employees and local institutions, and assisting 15,400 customers impacted by COVID-19 to pay their electric bills with $3.9 million in donations administered through our partner organization, TXU Energy Aid^SM.

Became a corporate partner to Comp-U-Dopt, a non-profit organization that provides technology access and education to underserved youth, funding the purchase of nearly 2,000 refurbished, free-of-charge laptops for families without a computer in the home.

Increased expected OPI value lever targets by $100 million, with run-rate increasing to $525 million, with expectation that Vistra will be at full run-rate of OPI value levers and transaction synergies by year-end 2022.

Dividend program distributed $0.54 per share on an annualized basis. In February 2021, announced an 11% increase to the dividend, resulting in an annualized dividend of $0.60 per share.

Have returned more than $6.5 billion to our financial stakeholders over the last four years.

Repaid approximately $1.5 billion in debt and achieved long-term leverage target ratio of 2.5x net debt to Adjusted EBITDA as of year-end 2020.

Grew premier retail business with Adjusted EBITDA approximately 20% higher than 2019 via integration of attractive acquired portfolios, strong multi-brand and channel operating model, and customer-centric approach to minimize impacts of the COVID-19 pandemic.

Continued to launch innovative and market-leading products, including eight new-to-market products such as TXU Energy Free Pass, Dynegy Cash Rewards, Brighten Local Green, and Ambit Power Perks.

Continued to advance our battery storage business in California with the 300-megawatt/1,200-megawatt-hour battery energy storage project at our Moss Landing Power Plant site, which connected to the grid and began operations in December 2020, with an additional 100-megawatt/400-megawatt-hour storage system at the site expected to be operational in 2021 and an agreement executed to develop a 36.25-megawatt/145-megawatt-hour battery energy storage project at our Oakland site.

Announced accelerated greenhouse gas (GHG) emissions reduction targets with a goal to achieve a 60% reduction (increased from previous target of 50%) in CO₂ equivalent emissions by 2030, as compared to a 2010 baseline, and a long-term goal to achieve net-zero carbon emissions, up from an 80% reduction target by 2050.

Launched Vistra Zero, a generation portfolio comprised of the Company’s existing nuclear, renewable and energy storage facilities as well as the Company’s emission free renewable projects under development in Texas and California for a total of approximately 4,000 MW of zero-carbon assets.

Supported, as a founding member, the Climate Leadership Council and its framework of a consistently applied national carbon fee and dividend approach with a border tax adjustment as the ideal public policy solution to appropriately incentivize investments in carbon-free and carbon-reducing technologies.

Continuing education for the board and senior management team with outside consultants and experts on climate issues and sustainability trends. For example, in 2020 consulted with McKinsey on climate issues and sustainability trends and engaged Rivel to support Vistra’s sustainability initiatives and reporting. In 2019, engaged Boston Consulting Group for a series of workshops on climate change.

Enhanced sustainability disclosures to provide greater transparency with the adoption of (i) the Global Reporting Initiative (GRI), (ii) the Sustainability Accounting Standards Board (SASB), and (iii) the Task Force on Climate-Related Disclosures (TCFD) frameworks in the Company’s annual sustainability report and 2020 Climate Report.

Received third party assurance of the Company’s 2019 Scope 1 GHG emissions by an independent audit firm; engaged firm to provide assurance on the Company’s 2020 Scope 1 and Scope 2 GHG emissions.

Continued to transform our generation portfolio to newer, more efficient, and less environmentally impactful technologies, announcing plans to retire an incremental ~7,500 MW of coal-fueled assets and ~350 MW of gas assets in the MISO, PJM, and ERCOT markets between 2020 and 2027.

Expanded the responsibility of the former Compensation Committee in October 2020 to create the Social Responsibility & Compensation Committee, enhancing the Board’s oversight of the Company’s social responsibility initiatives, including talent management, compensation, diversity, equity and inclusion, and culture and community involvement.

Launched several initiatives to enhance diversity, equity, and inclusion, including naming a chief diversity officer, creating a diversity, equity, and inclusion advisory council, enhancing employee resource groups, creating multiple

pathways for employee advancement, and expanding diverse external recruiting efforts and relationships with historically black colleges and universities.

Continued key programs to develop leaders at all levels of the organization, including essentials in leadership to develop first time supervisors and managers and expose them to leaders across the company. This class was transitioned to virtual and continued throughout the pandemic.

Maintained commitment to an equitable compensation structure, including performing annual salary reviews by employee category level within significant locations of operations.

Continued emphasis on wellness by offering healthcare plans that are designed to reward employees for getting annual physicals and cancer screenings and providing access to fitness centers either at our sites or through discounted membership fees through our medical provider.

Prioritized safety by enhancing the Company’s Best Defense safety program with the rollout of a new Safety Management System aiding the Company to end the year without any serious injuries to our employees and a Total Recordable Incident Rate (TRIR) of 0.61 (or ~60% of the 2019 rate). Vistra’s TRIR was better than the first quartile as compared to the Edison Electric Institute’s (EEI) 2019 total company injury data.

Achieved the OSHA Voluntary Protection Program (VPP) designation at 12 of Luminant’s sites—an important recognition for facilities that have implemented effective safety and health management systems and maintained injury and illness rates below the U.S. Bureau of Labor Statistics averages for their respective industries.

Committed $10 million in donations over the next five years to support organizations that grow minority-owned small businesses, enhance economic development, and provide educational opportunities for students from diverse backgrounds.

Joined Chief Executives for Corporate Purpose (CECP) and CEOAction, reinforcing the company’s commitment to all stakeholders and supporting Vistra’s purpose “Lighting up People’s Lives, Powering a Better Way Forward”.

Worked to minimize social impacts from retirement of power plants by pursuing a just transition for local communities and employees through various initiatives including but not limited to proposing tax transition plans, supporting legislation to redevelop sites, and providing outplacement services and job skills training for impacted employees.

Recognized by Texan by Nature, a Texas-led conservation non-profit founded by former First Lady Laura Bush, as a company with Texas operations that has stated a dedication to conservation, demonstrated commitment to conservation via investment and volunteerism, measurement and reporting of spending and impact on conservation efforts, and employee engagement.

Raised nearly $2 million in the Company’s annual 2020 United Way and TXU Energy Aid^SM giving campaign and over $300,000 in contributions to Ambit Cares^©, a mission of one of the company’s retail brands, Ambit Energy, and supporting partner of Feeding America^®.

Since March 2020, the Board held over 10 meetings with management between regularly scheduled Board meetings in 2020 to receive updates and provide oversight during the COVID-19 pandemic.

Appointed two new directors—Arcilia Acosta and Lisa Crutchfield—to the Board, providing broad experience and enhancements to the Board, particularly through their extensive operational, policy, and regulatory expertise.

Obtained stockholder approval and amended the Company’s charter to declassify the Board and adopt annual elections for directors.

Amended the Company’s restated bylaws (the “Bylaws”) and Corporate Governance Guidelines to implement majority voting for directors in uncontested elections. Director nominees who receive more votes “for” their election than “against” their election will be elected to the Board.

Nominees who do not receive more “for” than “against” votes will continue to serve on the Board but are required to tender their resignations to the Nominating and Governance Committee (the “Nominating Committee”).

The Nominating Committee recommends to the Board whether to accept or reject the resignations.

The Board determines whether to accept resignations within 90 days following certification of the election results and accepted resignations are effective upon the Board’s acceptance.

In any contested election, plurality voting for directors will apply.

Annual election of directors and majority voting with a resignation policy

9 out of 10 director nominees are independent

Independent Audit, Social Responsibility & Compensation, Nominating, and Sustainability and Risk Committees

Regular executive sessions of independent directors

Separation of the Chairman of the Board (the “Chairman”) and Chief Executive Officer (“CEO”) positions

Risk oversight by full Board and committees, including Sustainability Governance framework ensuring oversight over ESG matters

Frequent meetings of our non-management and independent directors, with over 94% of meetings being attended by directors and applicable Committee members in 2020

Policies prohibiting pledging and hedging transactions involving our Common Stock by directors and executive officers

Annual Board and committee assessments

Tracking of Board Education programs attended by directors with a recommendation that each director attend at least one Board Education program every two years

Clawback mechanism in place for incentive awards

No tax gross-ups for executive officers (other than for relocation expenses under a program that is generally available to all employees)

Stock ownership guidelines applicable to our NEOs and non-employee directors

“Double trigger” change in control benefits that require both the occurrence of a change in control and a qualifying termination of the NEO, meaning that the executive cannot trigger these benefits themselves

Independent compensation consultant hired by and reporting to Social Responsibility & Compensation Committee

Name

Corporate

Governance /
Public Board

Experience

Scott B. Helm

Hilary E. Ackermann

Arcilia C. Acosta

Gavin R. Baiera

Paul M. Barbas

Lisa Crutchfield

Brian K. Ferraioli

Jeff D. Hunter

Curtis A. Morgan

John R. Sult

For More

Information

Board

Recommendation

Proposal 1: Election of 10 Directors to serve on the Board until the 2022 Annual Meeting

Page 22

✓  For

Proposal 2: Advisory Vote on our 2020 Compensation of Named Executive Officers

Page 66

✓  For

Proposal 3: Ratification of Independent Registered Public Accounting Firm for 2021

Page 70

✓ For

Time, Date and Place:

9:00 a.m. (CT) on Wednesday, April 28, 2021 via a virtual meeting. Register in advance at: www.proxydocs.com/VST.

In order to attend the 2021 Annual Meeting, you must register in advance at www.proxydocs.com/VST prior to the deadline of April 23, 2021 at 5:00 p.m. (ET). Following registration, you will immediately receive a confirmation e-mail, which will include information about when you should expect to receive a unique link to gain access to the virtual meeting.

Record Date:

March 16, 2021

Submit your proxy
using the Internet
(www.proxypush.com/VST)
or by telephone

(1-866-829-5001)

If you request a printed copy of the proxy materials, complete, sign, date and return the proxy card in the envelope provided

Current and prospective investors can access our Annual Report, Proxy Statement, notice and other financial information through the Investor Relations section of our website at www.vistracorp.com. The Company will also provide, without charge, a copy of these materials upon request made by phone at (214) 812-4600 or by writing to the Corporate Secretary of the Company at 6555 Sierra Drive, Irving, Texas 75039.

A proposal to elect the 10 directors nominated by the Board to serve on the Board until the 2022 Annual Meeting;

A proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers; and

A proposal to ratify the selection of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

Board

Recommendation

Proposal 1: Election of 10 Directors to serve on the Board until the 2022 Annual Meeting

✓  For

Proposal 2: Advisory Vote on our 2020 Compensation of Named Executive Officers

✓  For

Proposal 3: Ratification of Independent Registered Public Accounting Firm for 2021

✓ For

Stockholder of Record. If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (which may be referred to “AST” in the materials you receive), you are considered the stockholder of record with respect to those shares, and the Proxy Statement, Annual Report and proxy card were sent directly to you by us.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and a voting instruction form was forwarded to you by that organization with copies of the Proxy Statement and Annual Report. The organization holding your account is considered the stockholder of record for purposes of voting at the 2021 Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

By Submitting a Proxy by Internet. Go to: www.proxypush.com/VST, where you may submit a proxy by Internet 24 hours a day, 7 days a week. To be valid, your proxy must be received by the 2021 Annual Meeting.

By Submitting a Proxy by Telephone. To submit a proxy using the telephone, call the number listed on your proxy card any time on a touch-tone telephone. You may submit a proxy by telephone 24 hours a day, 7 days a week. Follow the simple prompts and instructions provided by the recorded message. To be valid, your proxy must be received by the 2021 Annual Meeting.

By Submitting a Proxy by Mail. If you choose to submit your proxy by mail, simply mark your proxy, date and sign it and return it in the postage-paid envelope provided. To be valid, your proxy must be received by the 2021 Annual Meeting.

During the Annual Meeting. To vote during the live webcast of the Annual Meeting, you must first register at www.proxydocs.com/VST. Upon completing your registration, you will receive further instructions via e-mail, including your unique link that will allow you to access the 2021 Annual Meeting and to submit questions prior to the 2021 Annual Meeting. Please be sure to follow instructions found on your proxy card and/or voting authorization form and subsequent instructions that will be delivered to you via e-mail. Stockholders will be able to log into the 2021 Annual Meeting platform beginning at 8:45 a.m. (CT) on April 28, 2021 pursuant to the unique access instructions they receive following their advance registration at www.proxydocs.com/VST.

indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or

if you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on Proposals 1, 2 and 3, in this Proxy Statement, and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the 2021 Annual Meeting.

Routine

•  Proposal 3 (Ratification of Appointment of Independent Registered Public Accounting Firm)

•  Proposal 1 (Election of Directors)

•  Proposal 2 (Advisory Vote on 2020 Compensation of the Named Executive Officers)

Proposal

Effect of Broker

Non-Votes

Election of 10 Directors to serve on the Board until the 2022 Annual Meeting

Nominees who receive more FOR votes than AGAINST votes will be elected. In a contested election, nominees who receive the most FOR votes among votes properly cast in person or by proxy will be elected.

No effect. Brokers have no discretion to vote

Withholds have no effect

Advisory Vote on our 2020 Named Executive Officer Compensation

Affirmative vote of at least a majority of the voting power represented in person or by proxy at the meeting and entitled to vote thereon

No effect. Brokers have no discretion to vote

Abstentions counted as vote, with the same effect as a vote “Against”

Ratification of Independent Registered Public Accounting Firm for 2021

Affirmative vote of at least a majority of the voting power represented in person or by proxy at the meeting and entitled to vote thereon

Brokers have discretion to vote

Abstentions counted as vote, with the same effect as a vote “Against”

Submitting in a timely manner a new proxy through the Internet or by telephone that is received by the 2021 Annual Meeting;

Requesting, executing and mailing a later-dated proxy card that is received by the 2021 Annual Meeting;

Sending written notice of revocation to our Corporate Secretary at the address provided below (which must be received by 5:00 p.m. (ET), on April 23, 2021); or

Voting during the virtual Annual Meeting.

As necessary to meet applicable legal requirements;

To allow for the tabulation and certification of votes; and

To facilitate a proxy solicitation.

Name

Scott B. Helm

56

Director, Chairman of the Board

✓

Hilary E. Ackermann

65

Director, Chair of the Sustainability and Risk Committee

✓

Arcilia C. Acosta

55

Director

✓

Gavin R. Baiera

45

Director, Chair of the Social Responsibility & Compensation Committee

✓

Paul M. Barbas

64

Director, Chair of the Nominating Committee

✓

Lisa Crutchfield

58

Director

✓

Brian K. Ferraioli

65

Director, Chair of the Audit Committee

✓

Jeff D. Hunter

55

Director

✓

Curtis A. Morgan

60

Chief Executive Officer and Director

John R. Sult

61

Director

✓

All directors are independent except Mr. Morgan, the CEO of the Company. All four Board Committees are independent.

Name

Corporate

Governance /
Public Board

Experience

Public

Company

Executive

Risk

Management /
Compliance

Scott B. Helm

Hilary E. Ackermann

Arcilia C. Acosta

Gavin R. Baiera

Paul M. Barbas

Lisa Crutchfield

Brian K. Ferraioli

Jeff D. Hunter

Curtis A. Morgan

John R. Sult

Scott B. Helm

Chairman of the Board

Director Since: 2017

Board Committees: None

Age: 56

Biographical Information:

Mr. Helm has served as Chairman of the Board since October 2017. During the last five years, Mr. Helm has been a private investor based out of Baltimore, Maryland. Previously, Mr. Helm was a founding partner of Energy Capital Partners, a private equity firm focused on investing in North American energy infrastructure. Before that, he served as Executive Vice President and Chief Financial Officer at Orion Power Holdings, Inc., a publicly listed company that owned and operated power plants. Mr. Helm began his career at Goldman, Sachs & Co., first working in the fixed income division, then moving to the investment banking division. Mr. Helm also serves on the board of the Chesapeake Shakespeare Company. Mr. Helm received a bachelor’s degree in business administration from Washington University in St. Louis.

Qualifications:

Mr. Helm has extensive financial and industry knowledge. His specific experience in the energy industry and significant financial and executive experience, including his service as a founding partner of an energy infrastructure private equity fund and public company chief financial officer in the utilities sector, allow him to provide valuable guidance and knowledge to the Board and enable him to lead effectively in his capacity as Chairman.

Curtis A. Morgan

Chief Executive Officer

Director Since: 2016

Board Committees: None

Age: 60

Biographical Information:

Mr. Morgan has served as the CEO of the Company since October 2016, and previously held the role as President of the Company until December 2020. During his 35-year career, Mr. Morgan has held leadership responsibilities in nearly every major U.S. power market. From 2015 until joining the Company, he served as an Operating Partner with Energy Capital Partners, a private equity firm focused on investing in North American energy infrastructure. Mr. Morgan previously served as the President and CEO of both EquiPower Resources Corp. and FirstLight Power Enterprises. Mr. Morgan has also held various leadership roles at NRG Energy, Mirant Corporation, Reliant Energy and Amoco Corporation. In addition to his executive experience, Mr. Morgan previously served on the public board of directors of Summit Midstream Partners, LP and is the chair of the board of directors of the Electric Power Supply Association, the competitive power generation industry organization, is a member of the Business Roundtable and World50 organizations, and serves on the board of Comp-U-Dopt. A licensed certified public accountant, Mr. Morgan received a bachelor’s degree in accounting from Western Illinois University and a Master of Business Administration in finance and economics from the University of Chicago.

Qualifications:

During his 35-year career, Mr. Morgan has held leadership responsibilities in nearly every major U.S. power market including wholesale and retail businesses and nearly all electric generation technologies. In overseeing all aspects of the Company’s strategy, capital allocation and operations as CEO, Mr. Morgan has particular and valuable knowledge about the Company that he brings to the Board. Mr. Morgan has also served on other public company boards.

Hilary E. Ackermann

Director Since: 2018

Board Committees: Sustainability and Risk (Chair)

Age: 65

Biographical Information:

Ms. Ackermann served as a director of Dynegy Inc. (“Dynegy”) from October 2012 until Dynegy’s merger with Vistra in April 2018 and joined the Board in conjunction with the Company’s acquisition of Dynegy. Ms. Ackermann was Chief Risk Officer with Goldman Sachs Bank USA from October 2008 to 2011. Ms. Ackermann began her career at Goldman Sachs in 1985 and served as Managing Director, Credit Department of Goldman, Sachs & Co., as VP, Credit Department, and as an Associate in the Credit Department prior to her role as Chief Risk Officer. Prior to joining Goldman, Ms. Ackermann served as Assistant Department Head of the Credit Department of Swiss Bank Corporation (now known as UBS). Ms. Ackermann currently serves on the private board of directors and audit committee of Credit Suisse Holdings (USA), Inc. and the private board and audit committee, and serves as chair of the risk committee, of Credit Suisse Holdings (USA), Inc. She also currently serves on the private board and the audit committee, and serves as chair of the risk and compliance committee, of each of Hartford Series Fund, Inc., Hartford HLS Series Fund II, Inc., The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. She previously served on the public board of directors of Apollo Investment Corporation. Ms. Ackermann received a bachelor’s degree in Russian from Georgetown University.

Qualifications:

Ms. Ackermann brings extensive experience assessing credit for major banking institutions, covering a variety of industries, including the power generation, electrical utilities and natural resources sectors, as well as in-depth coverage of commodities trading, including oil, natural gas and power as a risk manager. Ms. Ackerman currently serves as the Chair of the Sustainability and Risk Committee, where she contributes significantly to the review and evaluation of our enterprise risk assessment, risk management goals, management and tracking of environmental risks and opportunities, as well as external sustainability report.

Arcilia A. Acosta

Director Since: 2020

Board Committees: Social Responsibility & Compensation, Nominating

Age: 55

Biographical Information:

Ms. Acosta has served on the Board since 2020. Ms. Acosta has served as the President and CEO of CARCON Industries and Construction, specializing in commercial, institutional, and transportation construction, since 2000. In addition to her role at CARCON Industries, Ms. Acosta is the President and controlling principal of Southwestern Testing Laboratories, a position she has held since 2003. Ms. Acosta previously served as a director of LegacyTexas Financial Group, N.A., a publicly traded bank holding company with an asset size of over $10 billion, from 2015 to 2019, when LegacyTexas merged with a private company. From July 2018 through February 2020, Ms. Acosta served as a director of ONE Gas Incorporated, one of the largest natural gas utilities in the U.S. In 2017, Ms. Acosta joined the public board of Magnolia Oil & Gas, an independent oil producer with assets located in South Texas. In 2021, Ms. Acosta joined the public board of Veritex Holdings, Inc., the holding company for Veritex Community Bank. Her prior board service includes 10 years as a director of Energy Future Holdings Corp. (the “Predecessor”). Ms. Acosta currently serves on the board of the Communities Foundation of Texas, is Chairman of the Texas Institute for Women in Leadership, and is Chairman-Elect of the Dallas Citizens Council. In March 2020, Texas Governor Abbott appointed Ms. Acosta to the Strike Force to Open Texas for COVID-19. Ms. Acosta received a bachelor’s degree in political science from Texas Tech University and is a graduate of the Harvard University Business School Corporate Governance Program.

Qualifications:

Ms. Acosta brings extensive experience in executive management, operations, safety, construction management and engineering management. In addition, she has served on the boards of directors of other publicly traded and private companies, including oversight responsibilities on matters relating to executive compensation, corporate governance, and audit. Ms. Acosta currently serves on the Company’s Social Responsibility & Compensation and Nominating Committees.

Gavin R. Baiera

Director Since: 2016

Board Committees: Social Responsibility & Compensation (Chair)

Age: 45

Biographical Information:

Mr. Baiera is a senior managing director and partner at Centerbridge Partners, L.P, which is a multi-strategy private investment firm focused on private equity, credit, and real estate. He previously served as a managing director at Angelo, Gordon & Co., where he was the global head of the firm’s corporate credit activities and portfolio manager for its distressed funds. Baiera was also a member of the firm’s executive committee. Prior to joining Angelo, Gordon in 2008, Baiera was the co-head of the strategic finance group at Morgan Stanley, which was responsible for all origination, underwriting, and distribution of restructuring transactions. Prior to that, Baiera worked at General Electric Capital Corporation, concentrating on underwriting and investing in restructuring transactions. Baiera has served on numerous boards of directors including, most recently, MACH Gen, Orbitz Worldwide, and Travelport Worldwide. He received a bachelor’s degree in economics and finance from Fairfield University and a Master of Business Administration from the University of Southern California.

Qualifications:

Mr. Baiera has extensive experience in corporate finance and strategic business planning activities. In addition, he has served on the boards of directors of other publicly traded and private companies, including oversight responsibilities on matters relating to executive compensation and compensation strategy, making him a valuable member of the Board and Chair of the Social Responsibility & Compensation Committee.

Paul M. Barbas

Director Since: 2018

Board Committees: Nominating (Chair)

Age: 64

Biographical Information:

Mr. Barbas served as a director of Dynegy from October 2012 until Dynegy’s merger with Vistra in April 2018 and joined the Board in conjunction with the Company’s acquisition of Dynegy. Mr. Barbas previously served as president and chief executive of DPL Inc. and its principal subsidiary, The Dayton Power and Light Company (DP&L), and he also served on the boards of DPL Inc. and DP&L. He also previously served as executive vice president and chief operating officer of Chesapeake Utilities Corporation, a diversified utility company engaged in natural gas distribution, transmission, and marketing, propane gas distribution and wholesale marketing, and other related services, and he was executive vice president of Allegheny Power. Mr. Barbas also served on the public boards of Pepco Holdings, Inc. and El Paso Electric, Inc. Mr. Barbas also serves as a volunteer at the Scorton Creek Game Farm, helping to maintain trails and conservation land overseen by the Massachusetts Division of Fisheries and Wildlife. Mr. Barbas received a bachelor’s degree in economics from College of the Holy Cross and a Master of Business Administration in finance and marketing from the University of Massachusetts.

Qualifications:

Mr. Barbas brings extensive utility, management and oversight experience, having served in executive management positions with various utility and other companies. He also has a broad background in finance and marketing and brings a strong understanding of power operations and energy markets. He also brings to the Board substantive knowledge about a variety of issues related to the Company’s business and currently serves as Chair of the Nominating Committee, where he contributes significantly to the oversight responsibilities and strategic direction of the Company’s corporate governance policies.

Lisa Crutchfield

Director Since: 2020

Board Committees: Nominating, Sustainability and Risk

Age: 58

Biographical Information:

Ms. Crutchfield is managing principal of Hudson Strategic Advisers, LLC, an economic analysis and strategic advisory firm to the energy, utility and government sectors since 2012. Prior to launching this consulting practice, she served as Executive Vice President and Chief Regulatory, Risk and Compliance Officer for the U.K.-based National Grid plc, a global energy provider, from 2008 to 2012. Crutchfield also served on the board of National Grid USA as an executive director. She has served in executive roles as Senior Vice President of Regulatory and External Affairs at PECO, an Exelon Company, Vice President and General Manager at TIAA-CREF, and Vice President of Energy Policy and Strategy at Duke Energy Corporation. Crutchfield was appointed to the Pennsylvania Public Utility Commission as Vice Chairman in 1993 and served until 1997, earning the designation as an expert in liberalizing the electric and gas markets. She began her career as a commercial and investment banker. Crutchfield currently serves on the boards of two other publicly traded companies, Fulton Financial Corporation since 2014 and Unitil Corporation since 2012. Ms. Crutchfield also serves as an Advisory Board Member for Protect Our Power, an industry research organization that focuses on electric grid security, as a member of Main Street America Group Advisory Board, and Governance Advisor to IFM Infrastructure and as a member of the private board of Buckeye Partners. Additionally, Ms. Crutchfield is on the Leadership Council of the Kimmel Center of Performing Arts in Philadelphia, Pennsylvania. Ms. Crutchfield earned a bachelor’s degree in economics and political science from Yale University and a Master of Business Administration with distinction in finance from Harvard Business School. Ms. Crutchfield is also a Leadership Fellow of the National Association of Corporate Directors (NACD).

Qualifications:

Ms. Crutchfield brings extensive experience leading corporate teams and has extensive knowledge of the financial industry and business practices with expertise in risk mitigation, compliance, and regulatory matters. She has served on the boards of several other publicly traded and privately held companies including on their compensation, governance, and risk committees. Ms. Crutchfield currently serves on the Nominating and Sustainability and Risk Committees.

Brian K. Ferraioli

Director Since: 2017

Board Committees: Audit (Chair)

Age: 65

Biographical Information:

Mr. Ferraioli serves as an operating partner for Bernhard Capital Partners, a private equity firm. In February 2020, he was named the executive chairman and chairman of the board of Atlas Technical Consultants, Inc., a public company. Ferraioli previously served as executive vice president and chief financial officer of KBR, Inc., a global engineering, construction, and services company supporting the energy, petrochemicals, government services, and civil infrastructure sectors. Prior to KBR, Mr. Ferraioli was chief financial offer at The Shaw Group, Inc., an engineering, construction, and fabrication company serving the electric power generation and government services industries. Prior to that, Mr. Ferraioli worked 28 years in various finance and accounting functions with Foster Wheeler AG, a Swiss global conglomerate that provided design, engineering, construction, manufacturing, development, and plant operations. Mr. Ferraioli also serves on the board of Team, Inc., a public company, and previously served on the board of Charah Solutions, Inc., a public company. Mr. Ferraioli received a bachelor’s degree in accounting from Seton Hall University and received a Master of Business Administration from Columbia University and is a certified public accountant. Mr. Ferraioli is also a Leadership Fellow of the National Association of Corporate Directors (NACD).

Qualifications:

Mr. Ferraioli has 40 years of experience in senior executive financial positions with large public companies and accounting roles in the engineering and construction industry, and also has served on various public and private boards, providing him with significant knowledge of accounting, capital structures, finance, financial reporting, strategic planning and forecasting. Further, his extensive financial and accounting experience qualifies him as an “audit committee financial expert.” He currently serves as the Chair of the Audit Committee, where he contributes significantly to the oversight of the integrity of our financial statements, internal controls and ethics and compliance functions.

Jeff D. Hunter

Director Since: 2016

Board Committees: Audit, Sustainability and Risk

Age: 55

Biographical Information:

Mr. Hunter has most recently acted as an independent financial and sector advisor to a number of investment firms on power related matters including Grafton Asset Management of Calgary and EnCap based in Houston, Texas. Mr. Hunter also serves as a senior adviser to the infrastructure team at Apollo Global Management. From 2016 to 2019, Mr. Hunter served as senior managing director for Quinbrook Infrastructure Partners, an investment company focused exclusively on lower carbon and renewable energy infrastructure investments, where he was a member of the Quinbrook investment committee and was responsible for deal origination, portfolio company oversight and asset management for all Quinbrook North America investments. Between 2013 and 2016, Mr. Hunter was a managing partner of Power Capital Partners, an energy focused investment firm. Previously, Mr. Hunter co-founded and served as executive vice president and chief financial officer of US Power Generating Company, a privately held merchant power company. Mr. Hunter also held leadership positions at PA Consulting Group and El Paso Merchant Energy. Mr. Hunter currently serves as an independent director of Pacific Drilling S.A. and as managing member of Waterloo Capital Management. Mr. Hunter received a bachelor’s degree in economics from the University of Texas.

Qualifications:

Mr. Hunter brings to the Board extensive experience in the energy and financial industries, including his experience as a chief financial officer. He also brings to the Board substantive knowledge about a variety of issues related to the Company’s business and currently serves on the Audit Committee and Sustainability and Risk Committee.

John R. (J.R.) Sult

Director Since: 2018

Board Committees: Audit, Social Responsibility & Compensation

Age: 61

Biographical Information:

Mr. Sult previously served on the board of Dynegy Inc. and joined the board in conjunction with the company’s acquisition of Dynegy. Previously, he was executive vice president and chief financial officer of Marathon Oil Corporation and was executive vice president and chief financial officer of El Paso Corporation prior to that. Prior to joining El Paso, Mr. Sult served as vice president and controller of Halliburton Energy Services. Prior to joining Halliburton, Mr. Sult was an audit partner with Arthur Andersen LLP. Mr. Sult currently serves on the board and is chairman of the audit committee of Brigham Minerals, Inc., a public company, and previously served on the board of Jagged Peak Energy, Inc., a public company. Mr. Sult serves as a member of the Board of Directors, Executive Committee and Chairman of the Strategic Planning Committee of the Boys and Girls Country of Houston, Inc. Mr. Sult received a bachelor’s degree with special attainments in commerce from Washington & Lee University and is a licensed certified public accountant.

Qualifications:

Mr. Sult, through his experience in senior executive financial positions with large public companies, brings significant knowledge of accounting, capital structures, finance, financial reporting, strategic planning and forecasting to the Board. Mr. Sult has extensive knowledge of the energy industry. Further, he has served as an audit partner at a major accounting firm, which, in addition to his other experience, qualifies him as an “audit committee financial expert.” He currently serves as a member of the Social Responsibility & Compensation Committee, where he contributes significantly to the review and evaluation of our compensation policies and practices, and the Audit Committee, where he contributes significantly to the oversight of the integrity of our financial statements, internal controls and ethics and compliance functions.

Name

James A. Burke

Carrie Lee Kirby

Stephanie Zapata Moore

Stephen J. Muscato

Scott A. Hudson

James A. Burke

President and Chief Financial Officer

Mr. Burke has served as the President and Chief Financial Officer of the Company since Dec. 2020. Mr. Burke previously served as Executive Vice President and Chief Operating Officer of the Company since Oct. 2016. Prior to joining the Company, he served as Executive Vice President of the Predecessor since February 2013 and President and Chief Executive of TXU Energy, a subsidiary of the Company, since August 2005. Previously, Mr. Burke was Senior Vice President Consumer Markets of TXU Energy. Mr. Burke started his career with Deloitte Consulting, and held a variety of roles with The Coca-Cola Company, Reliant Energy and Gexa Energy prior to TXU Energy. Mr. Burke served as the Chairman of the board of directors of Marucci Sports, a privately held business which was successfully sold to private equity in 2020. Mr. Burke is currently a board member of the Nuclear Energy Institute, the United Way Foundation of Metropolitan Dallas, Ursuline Academy of Dallas, and as an advisory board member for the Tulane University Energy Institute. Mr. Burke is a graduate of Tulane University, where he earned a bachelor’s degree in economics and a Master of Business Administration in finance and general management. Mr. Burke is a licensed certified public accountant and has also earned the designation as a chartered financial analyst. In addition, Mr. Burke has completed the Massachusetts Institute of Technology Nuclear Reactor Technology Course.

Carrie Lee Kirby

Executive Vice President and Chief Administrative Officer

Ms. Kirby has served as the Executive Vice President and Chief Administrative Officer of the Company since October 3, 2016. Prior to this, Ms. Kirby was the Executive Vice President of Human Resources for the Predecessor, leading the human resources functions across the Predecessor and its subsidiaries, Luminant and TXU Energy since 2012. From 2008 to 2012, she was Vice President of Human Resources at TXU Energy, where she was originally recruited in 2006 as a Human Resources Director to support the power generation business in its construction and expansion efforts. Prior to joining TXU Energy, Ms. Kirby was Director of Human Resources at Delinea Corporation, a software services company targeting the energy industry. Before that, she was Director of Human Resources for Netrake, a startup voice-over intellectual property hardware development company. She began her career in the executive search business as a consultant for Ray & Berndtson, supporting the technology practice. In addition to her service at the Company, Ms. Kirby is chair emeritus of the board of the Teaching Trust, an education policy and leadership development organization focused on developing urban school leaders. Ms. Kirby is also a member of the Patient Advocacy Committee for Presbyterian Hospital of Dallas and sits on the executive committee of the Women’s Business Council Southwest. Ms. Kirby received both a bachelor’s degree in marketing and a Master of Business Administration from Texas Christian University.

Stephanie Zapata Moore

Executive Vice President, General Counsel, and Chief Compliance Officer

Ms. Moore has served as the Executive Vice President and General Counsel of the Company since October 2016, and as Chief Compliance Officer since April 2019. Prior to joining the Company, Ms. Moore served as Vice President and General Counsel of Luminant, a Company subsidiary, since April 2012. Ms. Moore joined the company in November 2005 and served as Counsel and Senior Counsel in the legal department prior to being named Luminant’s General Counsel. Prior to joining the company, Ms. Moore was an associate at Gardere Wynne Sewell LLP (which has since merged with Foley & Lardner LLP) where she engaged in a corporate and securities practice from 1998 to 2005. Ms. Moore is a member of the board of directors of Girls Inc. of Metropolitan Dallas and serves on the advisory board of AVANCE-North Texas, Inc. Ms. Moore received a bachelor’s degree in English from Duke University and a law degree from William and Mary Law School.

Stephen J. Muscato

Executive Vice President and Chief Commercial Officer

Mr. Muscato has served as Executive Vice President and Chief Commercial Officer of the Company since February 2020. Prior to that Mr. Muscato served as Senior Vice President of Vistra Corporate Services Company since October 2016, and Chief Commercial Officer of Vistra Corporate Services Company since January 2018. Prior to joining the Company, he served as Senior Vice President and Chief Commercial Officer of Luminant since 2013, where his responsibilities included optimizing the dispatch and value of Luminant’s power generation fleet, managing the commodity (power, gas, and coal), transportation (rail), and emissions requirements for Luminant’s operating assets, and ensuring development of a distinctive point of view on commodity dynamics in critical markets and geographies. Previously, Mr. Muscato held other senior leadership positions with Luminant, including senior vice president of commercial operations, vice president of gas trading—North America, and vice president of East gas and power trading. Mr. Muscato received both bachelor’s and master’s degrees in electrical engineering from the University of Rochester. He also completed the management leadership program at Columbia Business School.

Scott A. Hudson

Executive Vice President and President Vistra Retail

Mr. Hudson has served as the President Vistra Retail since February 2020 and was promoted to Executive Vice President in January 2021. In that role he oversees all of the Company’s retail electricity brands including TXU Energy, Ambit, Value Based Brands, Dynegy Energy Services, Homefield Energy, TriEagle Energy, Public Power and US Gas & Electric. Prior to that, Mr. Hudson served as the Senior Vice President of Vistra Corporate Services Company since October 3, 2016 and President of TXU Energy since March 2017. Prior to joining the Company, he served as Chief Operating Officer of TXU Energy since 2011 with responsibility for sales, marketing, product development, operations, and business technology organizations. Previously, Mr. Hudson held senior leadership positions with MBNA America, ChoicePoint, and LexisNexis and practiced as a commercial lawyer working in the energy industry for Troutman Sanders LLP. Mr. Hudson sits on the board of directors for the United Way of Metropolitan Dallas, Dallas Regional Chamber, and Dallas Children’s Theatre. Mr. Hudson received a bachelor’s degree in history from Yale University and a law degree from the University of North Carolina at Chapel Hill.

Name

Hilary E. Ackermann

2018

Arcilia C. Acosta

2020

Gavin R. Baiera

2016

Paul M. Barbas

2018

Lisa Crutchfield

2020

Brian K. Ferraioli

2017

Scott B. Helm

2017

Jeff D. Hunter

2016

Curtis A. Morgan

2016

John R. Sult

2018

✔

Performance of the Board and each Committee, including areas where the Board and each Committee feels it functions effectively and areas where the Board and each Committee believes it can improve;

Overall composition of the Board and each Committee, including director tenure, board leadership structure, Committee membership tenure, diversity, and individual skill sets;

General board best practices, including oversight responsibilities and Committee duties;

Culture to promote candid discussion within the Board and with senior management;

Focus on risk management and strategic matters, including evaluation of transactions and emerging technologies, regulatory and legal developments, and commercial and market factors; and

Ability to ensure the Board serves the best interests of our stockholders and positions the Company for future success.

Effective Board

Leadership and

Independent

Oversight

•  9 out of 10 directors standing for election are independent (CEO is sole member of management serving on the Board)

•  All members of the Audit, Social Responsibility & Compensation, Nominating, and Sustainability and Risk Committees are independent

•  Nominating Committee annually reviews composition of the Board, ensuring the Board reflects an appropriate balance of knowledge, experience, diversity, skills and expertise

•  Routine assessment by Nominating Committee of overall corporate governance profile and potential enhancements thereto

•  Separate Chairman and CEO roles

•  Annual advisory vote to approve executive compensation

•  Majority voting in uncontested elections and plurality voting in contested elections, with director resignation policy

•  If a director does not receive the vote of a majority of votes cast, the director is obligated to promptly tender his or her resignation to the Nominating Committee, which will become effective upon acceptance by the Board in its sole discretion within 90 days following certification of the election results

Regular Board

Engagement

•  Formal Board and Committee meetings each quarter, including an annual strategic planning meeting, and frequent telephonic meetings on emerging matters in the interim

•  Committee Chairs have regular engagement with management liaison (e.g., Audit Chair with Chief Financial Officer (“CFO”), Controller, and Vice President of Internal Audit)

Stockholder and

Stakeholder

Engagement

•  Regular, transparent communication with our stockholders and other stakeholders

•  Our investor relations team regularly meets with stockholders, prospective stockholders and investment analysts, and frequently includes our CEO, CFO, or other members of management; the Chairman of the Board also periodically attends meetings with stockholders

•  Members of our management team regularly engage with stockholders and other stakeholders to discuss our sustainability strategy and initiatives, corporate governance, and executive compensation practices, Company culture, human capital management, and to solicit feedback on these and a variety of other topics of interest

Addressing climate change and being good stewards of environmental resources

Supporting all of our stakeholders including employees, contractors, suppliers, customers, local communities, and investors

Maintaining appropriate governance frameworks

Providing a long-term vision and sustainable strategy

The independence and other qualifications of Board members;

The regular meetings of our non-management and independent directors;

The evaluation of performance of the Board and its Committees;

Our expectation that the Board members will attend all annual stockholder meetings absent unusual circumstances;

Our policy that any outside board service requires approval from the Nominating Committee and a limit on the number of total boards on which any director may serve concurrently;

The separation of the Chairman and CEO positions;

Majority voting in uncontested elections and plurality voting in contested elections, with director resignation policy;

Our prohibition against personal loans or other extensions of credit to or for any director or executive officer;

Board Compensation that is comparable to peer companies;

The approval of the CEO’s compensation by the full Board; and

The review of development and succession plans for the CEO and other executive officers.

Annual elections for each of our directors;

Directors elected by majority vote in uncontested elections (i.e., directors who receive more FOR votes than AGAINST votes are elected);

Prohibitions against directors and executive officers:

holding our securities in a margin account or pledging our securities; or

engaging in any hedging transaction with respect to our securities held by them,

Compensation of the Board and stock ownership guidelines for non-employee directors and executive officers;

Review by the Social Responsibility & Compensation Committee of performance-based compensation of our executives following a restatement that impacts the achievement of performance targets relating to that compensation, including the ability to require reimbursement to the Company for all or a portion of the payment received;

Ongoing succession planning for the CEO and other senior management;

Annual performance evaluations of the Board and each of its standing Committees;

Director orientation and continuing education program, including Company site visits and information sessions with Company management;

Access to and engagement of outside advisors and consultants to assist the Board and the Committees in the performance of their duties, as appropriate; and

Launched governance engagement process, meeting with Vistra’s largest stockholders representing nearly 20% of Vistra’s outstanding shares.

Governance

•  We amended our Articles of Incorporation in 2020 to declassify the Board and institute annual elections of directors.

•  We amended our Bylaws and Corporate Governance Guidelines in 2020 to implement majority voting for directors in uncontested elections and plurality voting in contested elections.

•  As part of the Board’s focus on ESG initiatives, an integral part of Vistra’s business strategy, we adopted an ESG Framework that outlines the Board’s and Committee’s oversight responsibilities over such matters.

•  We enhanced and refined the Board’s and Committees’ roles with respect to diversity, equity, and inclusion (DEI) initiatives, including expanding the purview of the Social Responsibility & Compensation Committee to oversee the Company’s policies and practices related to human resources, diversity, equity and inclusion, talent management, culture and corporate citizenship.

Sustainability

•  We accelerated our GHG emissions reduction targets, increasing our 2030 target by 20% and adopting a net-zero target by 2050.

•  We advanced our generation transition strategy, announcing future retirement dates for seven incremental coal plants and planned investments in approximately 850 megawatts of solar and energy storage resources in Texas.

•  We meaningfully enhanced our ESG-related disclosures, adopting for the first time the GRI and SASB standards in our annual Sustainability Report and the TCFD framework in our Climate Report, while also receiving third-party assurance of our 2019 Scope 1 GHG emissions by an independent audit firm.

Compensation

•  After a comprehensive review and consideration of feedback from stockholders, the Social Responsibility & Compensation Committee evaluated and implemented several changes to the overall executive compensation program in 2020, while continuing to focus on linking executive compensation with performance and stockholder value; these changes are described on page 51 of this Proxy Statement.

•  Based in part on discussions with stockholders, we adopted a new ESG index in our 2021 annual incentive compensation scorecard.

Social Responsibility &
Compensation

Committee

Nominating
Committee

Sustainability

and Risk

Committee

Independent Directors:⁽¹⁾

Hilary E. Ackermann

Chair

Arcilia C. Acosta

Member

Member

Gavin R. Baiera

Chair

Paul M. Barbas

Chair

Lisa Crutchfield

Member

Member

Brian K. Ferraioli⁽²⁾

Chair

Scott B. Helm⁽³⁾

Jeff D. Hunter⁽²⁾

Member

Member

John R. Sult⁽²⁾

Member

Member

Employee Directors:

Curtis A. Morgan

Number of Meetings in 2020

4

5

4

4

Ms. Acosta and Ms. Crutchfield were appointed as directors of the Board effective February 24, 2020.

“Audit committee financial expert,” as defined by the SEC and NYSE, and as determined by the Board. Background information on each audit committee financial expert can be found in the director nominee biographies beginning on page 15.

Mr. Helm serves as Chairman of the Board.

The following directors are independent: Mses. Ackermann, Acosta, and Crutchfield, and Messrs. Baiera, Barbas, Ferraioli, Helm, Hunter, and Sult.

The Board has determined that each member of the Audit Committee (Messrs. Ferraioli, Hunter, and Sult) qualify as an “Audit Committee Financial Expert” as defined in Item 401(h) of Regulation S-K promulgated under the Securities Act.

The Board has determined that each member of the Audit Committee (Messrs. Ferraioli, Hunter, and Sult) possesses the necessary level of financial literacy required to enable each of them to serve effectively as an Audit Committee member and satisfies the heightened independence requirements under NYSE and SEC requirements for Audit Committee members.

The Board has determined that each member of the Social Responsibility & Compensation Committee (Ms. Acosta and Messrs. Baiera and Sult) satisfies the heightened independence requirements under NYSE and SEC standards for compensation committee members.

COMMITTEE

RISK OVERSIGHT FOCUS AREA

Audit Committee

Oversees and assesses financial risks, which includes reviewing and discussing with management the Company’s risk disclosures in the Company’s annual reports to the SEC; reviewing and discussing the risk of fraud with management, the internal audit executive and the independent auditor and reviewing the implementation of controls to mitigate fraud risks; considering the risk of management’s ability to override the Company’s internal controls; and overseeing significant tax risks and issues affecting the Company.

Social Responsibility & Compensation Committee

Oversees risks related to our compensation policies and practices and succession planning, with input from management and the Social Responsibility & Compensation Committee’s independent outside compensation consultant; periodically reviews and assesses progress of culture and employee engagement; reviews human capital and social risks, opportunities, and strategy, including review of the Company’s DEI philosophy, commitment, results, and effectiveness through human resources programs.

Sustainability and Risk Committee

Oversees (i) greenhouse-gas related risks, including transition, regulatory, reputational, and/or market risks related to climate change, and management’s process for the identification, evaluation, and mitigation of transition risks related to climate change and (ii) certain enterprise risks and other risks related to commercial, credit, liquidity and market risks, including our trading of fuel, transportation, energy and related products and services and regulatory compliance, and the Company’s assessment and management of the risks associated with such activities.

determine and oversee the compensation philosophy, objectives, and program of the Company and our subsidiaries, including making recommendations to the Board with respect to the adoption, amendment or termination of compensation and benefits plans, arrangements, policies and practices;

evaluate the performance of the Company’s executive officers, including the CEO, Curtis A. Morgan; James A. Burke, President and CFO; Scott A. Hudson, Executive Vice President and President Vistra Retail; Stephen J. Muscato, Executive Vice President and Chief Commercial Officer; and Stephanie Zapata Moore, Executive Vice President, General Counsel, and Chief Compliance Officer (collectively, the “Named Executive Officers”);

recommend the executive compensation of the CEO to the full Board and approve executive compensation of the Named Executive Officers (other than the CEO) and other direct reports to the CEO based on those evaluations; and

review and assess progress of culture and employee engagement and review human capital and social risks, opportunities, and strategy, including review of the Company’s DEI philosophy, commitment, results, and effectiveness through human resources programs.

base salaries are market-based and a sufficient component of total compensation to discourage risk taking;

earnings goals under the Company’s EAIP are based upon its audited financial statements and the Company believes that the goals are attainable without the need to take inappropriate risks or make material changes to the Company’s business or strategy;

Named Executive Officers who receive payment under the EAIP and the Company’s 2016 Incentive Plan may be required to reimburse the Company for all or a portion of the payment (commonly referred to as a “clawback”) if the Company has to prepare an accounting restatement because it is in material noncompliance with any financial reporting requirements;

the Company uses awards under the 2016 Incentive Plan that are typically based upon factors that affect relative total stockholder return over three-year periods, such as the relative Performance Share Unit (“PSU”) awards, which mitigates short-term risk taking;

because incentive compensation has a large equity component, value is best realized through long-term appreciation of stockholder value, especially when coupled with the executive stock ownership guidelines, which expose those officers subject to the guidelines—namely the CEO, the President, and each Executive Vice President—to loss of the value of the retained equity if stock appreciation is jeopardized; and

the use of incentive compensation components that are paid or vest over an extended period mitigates against unnecessary or excessive risk taking.

Amount and Nature of  Shares
                        Beneficially Owned⁽¹⁾                    

Name

5% Stockholders

Brookfield Asset Management Inc. Managed Entities⁽²⁾

49,566,961

10.30%

The Vanguard Group, Inc.⁽³⁾

46,057,648

9.57%

FMR LLC⁽⁴⁾

36,153,448

7.51%

BlackRock, Inc.⁽⁵⁾

28,579,182

5.94%

Directors, Director Nominees, and Executive Officers

Hilary E. Ackermann⁽⁶⁾

42,246

    *  

Arcilia C. Acosta⁽⁷⁾

21,001

    *  

Gavin R. Baiera⁽⁸⁾

25,035

    *  

Paul M. Barbas⁽⁹⁾

67,159

    *  

Lisa Crutchfield⁽¹⁰⁾

7,676

    *  

Brian K. Ferraioli⁽¹¹⁾

37,893

    *  

Scott B. Helm⁽¹²⁾

220,377

    *  

Jeff D. Hunter⁽¹³⁾

42,178

    *  

Curtis A. Morgan⁽¹⁴⁾

1,566,896

    *  

John R. Sult⁽¹⁵⁾

59,778

    *  

James A. Burke⁽¹⁶⁾

908,469

    *  

Scott A. Hudson⁽¹⁷⁾

296,923

    *  

Stephanie Zapata Moore⁽¹⁸⁾

291,284

    *  

Stephen J. Muscato⁽¹⁹⁾

331,152

    *  

All Directors, Director Nominees and current Executive Officers as a group (16 persons)

Percentage ownership of less than one percent.

Percentages of beneficial ownership are based on 481,449,765 shares of Common Stock outstanding as of March 16, 2021. Except as disclosed in the footnotes below, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of Common Stock shown as beneficially owned by the stockholder. All percentages and share amounts are approximate based on current information available to us. The information available to us may be incomplete.

Based on Schedule 13G/A filed on October 9, 2020. Reflects 19,288,906 shares of Common Stock directly held and beneficially owned by 16 entities affiliated with and/or with accounts managed by affiliates of Brookfield Asset Management Inc. (the “Brookfield Investment Vehicles”) and 30,278,055 shares directly held and beneficially owned by 15 entities affiliated with and/or accounts managed by affiliates Oaktree Capital Management, LP (the “Oaktree Investment Vehicles”). The principal address of the Brookfield Investment Vehicles is c/o Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., Brookfield Place, 250 Vesey Street, 15th Floor, New York, New York 10281. The address of the Oaktree Investment Vehicles is c/o Oaktree Capital Group, LLC, 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

Based on Schedule 13G/A filed on February 10, 2021. Reflects shares of Common Stock held as of December 31, 2019. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19655.

Based on Schedule 13G/A filed on February 8, 2021. Reflects shares of Common Stock held as of December 31, 2019. The address of FMR LLC is 245 Summer Street, Boston, MA 02110.

Based on Schedule 13G/A filed on February 1, 2021. Reflects shares of Common Stock held as of December 31, 2019. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

34,570 of the shares reported are shares of Common Stock owned directly by Ms. Ackermann. 7,676 are unvested RSUs that will vest on May 6, 2021.

13,225 of the shares reported are shares of Common Stock owned directly by Ms. Acosta. 7,676 are unvested RSUs that will vest on May 6, 2021.

17,359 of the shares reported are shares of Common Stock owned directly by Mr. Baiera. 7,676 are unvested RSUs that will vest on May 6, 2021.

59,483 of the shares reported are shares of Common Stock owned directly by Mr. Barbas. 7,676 are unvested RSUs that will vest on May 6, 2021.

Represents 7,676 unvested RSUs that will vest on May 6, 2021.

24,216.61 of the shares reported are shares of Common Stock owned directly by Mr. Ferraioli. 6,000 of the shares reported are shares of Common Stock owned indirectly by Mr. Ferraioli in a revocable trust. 7,676 are unvested RSUs that will vest on May 6, 2021.

208,607 of the shares reported are shares of Common Stock owned directly by Mr. Helm. 11,770 are unvested RSUs that will vest on May 6, 2021.

34,502 of the shares reported are shares of Common Stock owned directly by Mr. Hunter. 7,676 are unvested RSUs that will vest on May 6, 2021.

Of these reported shares, 313,402 are shares of Common Stock owned directly by Mr. Morgan, 26,455 are unvested RSUs that will vest on March 31, 2021, 213,094 are PSUs for which the applicable performance criteria has been achieved and which will vest on March 31, 2021, 945,188 are vested stock options owned directly by Mr. Morgan, and 68,757 are unvested stock options that will vest on March 31, 2021.

52,102 of the shares reported are shares of Common Stock owned directly by Mr. Sult. 7,676 are unvested RSUs that will vest on May 6, 2021.

Of these reported shares, 33,880 are shares of Common Stock owned directly by Mr. Burke, 11,111 are unvested RSUs that will vest on March 31, 2021, 89,500 are PSUs for which the applicable performance criteria has been achieved and which will vest on March 31, 2021, 260 are shares of Common Stock owned indirectly by Mr. Burke in a revocable trust of his spouse, 151,228 are shares of Common Stock owned indirectly by Mr. Burke in a limited partnership that is jointly owned by Mr. Burke and his spouse, 593,612 are vested stock options owned directly by Mr. Burke, and 28,878 are unvested stock options that will vest on March 31, 2021.

Of these reported shares, 47,239 are shares of Common Stock owned directly by Mr. Hudson, 7,055 are unvested RSUs that will vest on March 31, 2021, 33,147 are PSUs for which the applicable performance criteria has been achieved and which will vest on March 31, 2021, 195,730 are vested stock options owned directly by Mr. Hudson, and 13,752 are unvested stock options that will vest on March 31, 2021.

Of these reported shares, 38,801 are shares of Common Stock owned directly by Ms. Moore, 4,762 are unvested RSUs that will vest on March 31, 2021, 38,356 are PSUs for which the applicable performance criteria has been achieved and which will vest on March 31, 2021, 196,989 are vested stock options owned directly by Ms. Moore, and 12,376 are unvested stock options that will vest on March 31, 2021.

Of these reported shares, 50,647 are shares of Common Stock owned directly by Mr. Muscato, 7,055 are unvested RSUs that will vest on March 31, 2021, 33,147 are PSUs for which the applicable performance criteria has been achieved and which will vest on March 31, 2021, 226,551 are vested stock options owned directly by Mr. Muscato, and 13,752 are unvested stock options that will vest on March 31, 2021.

the overall compensation program should emphasize variable compensation elements that have a direct link to overall corporate performance and stockholder value;

the overall compensation program should place an increased emphasis on pay-at-risk with increased levels of responsibility;

the overall compensation program should attract, motivate, engage and retain top-talent executive officers to serve in key roles; and

an executive officer’s individual compensation level should be based upon an evaluation of the financial and operational performance of that executive officer’s business unit or area of responsibility as well as the executive officer’s individual performance.

Curtis A. Morgan

Chief Executive Officer

James A. Burke

President & Chief Financial Officer

Stephen J. Muscato

Executive Vice President & Chief Commercial Officer

Scott A. Hudson

Executive Vice President & President Vistra Retail

Stephanie Zapata Moore

Executive Vice President, General Counsel & Chief Compliance Officer

David A. Campbell ⁽¹⁾

Former Executive Vice President & Chief Financial Officer

Mr. Campbell resigned from his position of EVP & CFO effective on December 7, 2020, on which date Mr. Burke assumed the role of President & CFO. Mr. Campbell remained an employee of the Company until December 31, 2020.

2020 EAIP Performance Summary; Select Metrics

Vistra Adjusted EBITDA* ($ m)

Total Cost ($ m)

Adjusted Free Cash Flow before Growth* ($ m)

See Annex A for a reconciliation of Non-GAAP measures to the most comparable GAAP measures.

Base

Salary

Performance-Based
RSUs

Time-Based
RSUs

Short-Term Element

Value Based on

Stock Price

(at risk)

Chief Executive Officer

Annualized 2020 Pay Mix

Please see “Summary Compensation Table—2020” beginning on page 55 for details regarding the 2020 compensation of the Named Executive Officers.

We Do...

✓  Pay for Performance using a compensation structure that includes performance-based EAIP and long-term incentive plan awards that are aligned with stockholder interests

✓  Provide long-term incentive plan awards that are substantially performance-based and include Performance Share Units

✓  Engage in a rigorous process to establish total direct compensation and its components, including reviewing market and survey data sourced from our peer group of companies and our industry. We also utilize an independent compensation consultant hired by and reporting to the Social Responsibility & Compensation Committee

✓  Have change in control benefits that are subject to “double trigger” provisions, requiring both the occurrence of a change in control event and an involuntary termination

✓  Maintain stock ownership requirements for our CEO and other NEOs that require attainment of ownership levels before equity transactions can occur

✓  Have a clawback mechanism in place

✓  Have an independent compensation consultant that reports directly to the Social Responsibility & Compensation Committee

✓  Conduct an annual risk assessment to ensure that the structure and design of our compensation programs are not reasonably likely to result in excessive risk-taking that could have a material adverse impact on the Company

✓  Listen to stockholders by holding an advisory vote on executive compensation annually and taking the results of such vote into account when setting and reviewing our compensation practices and policies. We have had very positive results from our advisory vote on executive compensation each year the vote has been held.

✓  Conduct stockholder outreach efforts to discuss topics of interest, including our executive compensation programs

×   Offer supplemental executive retirement plan benefits

×   Engage in option backdating or re-pricing

×   Permit hedging or pledging of our Common Stock by directors or officers without Company approval

×   Encourage excessive risk or inappropriate risk taking though our incentive programs

×   Guarantee annual bonuses

×   Provide any material perquisites to executives, other than reimbursement for relocation expenses, executive physicals, and financial planning and tax advice

×   Provide excise tax gross-ups upon a change in control

×   Provide loans from the Company to any executives or directors

×   Permit liberal share counting or “recycling” of shares

Compensation Element

Base Salary

•  A fixed element of compensation to provide a stable source of income

•  Provides market competitive compensation to attract and retain talent

Annual Incentive (EAIP)

•  A cash-based award that encourages executives to focus on specific corporate, business unit and individual performance goals

•  Earned only if threshold financial, operational and/or strategic objectives are met

Stock Options

•  Rewards long-term stockholder value creation as stock options only provide value when the stock price appreciates

•  Provides wealth-building opportunity and aligns executives with stockholder interests

Restricted Stock Units

(Time-Based Awards)

•  Rewards long-term stockholder value creation

•  Enhances executive stock ownership and promotes retention

Performance Share Units

(Performance-Based Awards)

•  Rewards long-term stockholder value creation and encourages executives to focus on long-term performance goals

•  Emphasizes long-term view with three-year horizon

Benefits

•  Keeps program competitive and provides protection for executives

Perquisites

•  Perquisites are limited in amount and use