Vistra Corp DEF 14A, filed Mar 18, 2026

Vistra Corp. (VST)

DEF 14A 2026-03-18 For: 2026-04-29

View Original

Added on June 12, 2026

About this DEF 14A

Vistra Corp filed this DEF 14A on March 18, 2026.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →



o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under § 240.14a-12


			PROXY SUMMARY INFORMATION			1
			PROPOSAL 1 – ELECTION OF DIRECTORS			8
			CORPORATE GOVERNANCE			21
			Director Qualifications and Nomination Process			23
			Corporate Governance Overview			21
			Director Independence			25
			Board Leadership Structure			25
			Meetings of The Board and its Committees			26
			Our Commitment to Sustainability			31
			Board Risk Oversight			34
			Stockholder and Stakeholder Engagement			38
			Communications With Directors			39
			Corporate Governance Documents			39
			Code of Conduct			40
			Complaint and Reporting Procedures for Accounting and Auditing Matters			40
			Business Relationships and Related Person Transactions Policy			40
			Charitable Contributions			41
			Insider Trading Policy and Prohibition on Hedging a nd Pledging			41
			MANAGEMENT			42
			COMPENSATION DISCUSSION AND ANALYSIS			45
			Executive Summary			45
			Performance Overview			46
			Corporate Governance Practices			49
			202 5 Compensation Overview			54
			Compensation Policies and Practices			60


			COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			64
			SOCIAL RESPONSIBILITY AND COMPENSATION COMMITTEE REPORT			65
			COMPENSATION TABLES			66
			Summary Compensation Table – 2025			66
			Grants of Plan-Based Awards – 2025			68
			Outstanding Equity Awards at Fiscal Year-End – 202 5			69
			Option Exercises and Stock Vested – 2025			70
			PROPOSAL 2 – ADVISORY VOTE ON 202 5 COMPENSATION OF NAMED EXECUTIVE OFFICERS			77
			OTHER INFORMATION			78
			Beneficial Ownership of Common Stock of t he Company			78
			CEO Pay Ratio			79
			Pay Versus Performance			80
			Equity Compensation Plan Information			85
			AUDIT COMMITTEE REPORT			86
			INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			88
			Principal Accountant Fees			88
			PROPOSAL 3 – RATIFICATION OF DELOITTE & TOUCHE LLP (“DELOITTE”) AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026			89
			QUESTIONS AND ANSWERS AND ADDITIONAL INFORMATION			91
			ANNEX A VISTRA CORP. – NON-GAAP RECONCILIATIONS			A-1



			Annual election of directors and majority voting with a resignation policy

			10 out of 11 director nominees are independent

			Independent Audit, Social Responsibility and Compensation, Nominating and Governance, Sustainability and Risk, and Generation and Safety Oversight 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 sustainability matters and initiatives

			Annually a separate Board meeting is devoted solely to the long-term strategy of the Company, in addition to regular discussions about Company strategy at meetings throughout the year

			Frequent meetings of our non-management and independent directors



			Directors limited to no more than two other public company boards, and the CEO limited to no more than one other public company board

			Annual Board and committee assessments, including individual director and management interviews facilitated by third party every other year

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

			Director onboarding program for new directors

			Policies prohibiting pledging and hedging transactions involving the Company’s common stock, par value $0.01 per share (the “Common Stock”), by directors and executive officers

			Rigorous stock ownership requirements for our directors and executive officers

			Board oversight of the Company’s policies, procedures, and public disclosures regarding political and lobbying contributions

			Active stakeholder engagement



x			No fee required

o			Fee paid previously with preliminary materials

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



Whether or not you will be able to attend the 2026 Annual Meeting, please vote your shares promptly so that you may be represented at the meeting.



1						To elect the 11 directors named in this proxy statement to serve on the Board of Directors (the “Board”) until the 2027 annual meeting of stockholders (the “2027 Annual Meeting”);


2						To approve, on a non-binding advisory basis, the 2025 compensation of the Company’s named executive officers; and


3						To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026.



			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 29, 2026 The Proxy Statement and the 2025 Annual Report to Stockholders (the “Annual Report”) are available at www.proxyvote.com.



			Clawback policy in place for performance-based incentive awards

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

			Rigorous stock ownership guidelines applicable to our Chief Executive Officer and Executive Vice Presidents, including the 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 the Social Responsibility and Compensation Committee



			OUR BOARD RECOMMENDS A VOTE FOR
			the election of each director nominee listed below



			NOMINEES FOR RE‑ELECTION •Scott B. Helm •Hilary E. Ackermann •Arcilia C. Acosta •Gavin R. Baiera •Paul M. Barbas •James A. Burke •Lisa Crutchfield •Julie A. Lagacy •John W. (Bill) Pitesa •John R. (J. R.) Sult •Robert C. Walters



						The Board of Directors recommends that stockholders vote FOR the election of the director nominees to the Board.



			INDIVIDUAL DIRECTOR AND MANAGEMENT INTERVIEWS AND ASSESSMENTS performed every other year facilitated by a third party to further assess Board effectiveness as well as individual director performance



			REGULAR EXECUTIVE SESSIONS of independent directors



			ONGOING SUCCESSION PLANNING for the CEO and other senior management



			RIGOROUS STOCK OWNERSHIP REQUIREMENTS for our directors and executive officers



			ANNUAL ADVISORY VOTE to approve executive compensation


						AUDIT COMMITTEE


			•Oversees financial statement and disclosure risks, which includes reviewing and discussing with management the Company’s risk disclosures in the Company’s annual reports to the SEC •Reviews and discusses the risk of fraud with management, the internal audit executive and the independent auditor and reviewing the implementation of controls to mitigate fraud risk •Considers the risk of management’s ability to override the Company’s internal control •Oversees legal and regulatory compliance •Oversees significant tax risks and issues affecting the Company


						SUSTAINABILITY AND RISK COMMITTEE



			•Oversees 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 •Oversees management of cybersecurity, information security risk, and the deployment of artificial intelligence •Oversees climate-related risks, including physical, transition, regulatory, reputational, and/or market risks, and management’s process for the identification, evaluation, and mitigation of transition risks related to climate change


						SOCIAL RESPONSIBILITY AND COMPENSATION COMMITTEE



			•Oversees risks related to our compensation policies and practices and succession planning, with input from management and the Social Responsibility and Compensation Committee’s independent outside compensation consultant •Periodically reviews and assesses the Company’s culture and employee engagement •Reviews human capital management •Reviews the Company’s workforce development initiatives


						NOMINATING AND GOVERNANCE COMMITTEE



			•Oversees risks related to governance and shareholder activism •Oversees director refreshment and succession •Approves other public company directorships offered to directors •Conducts robust annual Board, committee, and director performance evaluation process


						GENERATION AND SAFETY OVERSIGHT COMMITTEE



			•Oversees risks related to our nuclear and non-nuclear generation operations •Reviews and monitors the Company’s safety and environmental policies and performance •Oversees the potential effects of emerging policies, technologies, and trends on generation operations, and reviews changes to the long-term strategies of the generation operations


						GOVERNANCE


			•Amended our Bylaws to provide proxy access for stockholders •Amended our charter and Bylaws to remove supermajority voting standards •Assigned oversight of cybersecurity and deployment of artificial intelligence risk to Sustainability and Risk Committee •Expanded Nuclear Oversight Committee to cover oversight of non-nuclear generation operation, and safety and environmental policies and performance and renamed to Generation and Safety Oversight Committee •Continue to leverage Sustainability Governance Framework which ensures full Vistra Board and committee oversight of sustainability matters and initiatives •Publish voluntary, annual report of Vistra’s employee PAC contributions, corporate political contributions, and membership dues to trade organizations


						SUSTAINABILITY



			•Continue to disclose progress towards our GHG emissions reduction target for 2030 and maintain our net-zero target by 2050 (assuming necessary advancements in technology and supportive market constructs and public policy) •Continue to responsibly transform our generation portfolio with a growing mix of nuclear, solar and natural gas assets. With more than 7,700 MW zero-carbon assets online, further planned growth of solar, battery storage and nuclear power is underway maintaining the reliability and affordability of electricity, and enhancing Vistra’s long-term sustainability and resiliency •Continue to leverage our Green Finance Framework with our recent BCOP credit facility to fund new renewable energy projects (Baldwin and Coffeen solar generation and battery assets and the Oak Hill and Pulaski solar generation assets) •Updating our sustainability-related disclosures including our annual sustainability report leveraging revised GRI/SASB standards and our biennial Climate Report leveraging TCFD recommendations. Our Scope 1 and Scope 2 GHG emissions inventory receive third-party assurance by an independent audit firm


						COMPENSATION AND HUMAN CAPITAL MANAGEMENT


			•Adjusted the mix of LTI awards to increase performance stock units to represent 65% of each NEO’s LTI award •Continue to evaluate and implement adjustments to the overall executive compensation program, focused on linking executive compensation with performance and stockholder value •Continue the use of the long-term Adjusted Free Cash Flow before Growth per Share metric for PSUs •Continue the use of metrics in our AIP scorecard to align management’s compensation with the Company’s financial and operating performance goals •Evaluated the Company’s human capital management strategy and implemented many initiatives to ensure a workforce with employees who are engaged, have numerous development and training opportunities, and are offered generous benefits and wellness programs


			Name			Title

			James A. Burke			President and Chief Executive Officer
			Kristopher E. Moldovan			Executive Vice President and Chief Financial Officer
			Stacey Doré			Chief Strategy and Sustainability Officer & Executive Vice President Public Affairs
			Scott A. Hudson			Executive Vice President and President Vistra Retail
			Stephanie Zapata Moore			Executive Vice President, General Counsel, and Chief Compliance Officer


2025 AIP Performance Summary; Select Metrics	Target ($)	Performance ($)	AIP Results Achieved (%)

Adjusted EBITDA(1) *($ m)	5,710	5,838	144
Total Cost(2) ($ m)	4,851	5,299	—
Adjusted FCFbG(3) *($ m)	3,112	3,501	200


Chief Executive Officer(1) Annualized 2025 Pay Mix
Short-Term Element		Long-Term Element

9% Base Salary	19% Annual Bonus (AIP)	72% Equity Awards (LTI)

	91% Performance Based / “At Risk”


Average Other Named Executive Officers(2) Annualized 2025 Pay Mix
Short-Term Element		Long-Term Element

12% Base Salary	16% Annual Bonus (AIP)	72% Equity Awards (LTI)

	88% Performance Based / “At Risk”


VISTRA BOARD OF DIRECTORS

SOCIAL RESPONSIBILITY AND COMPENSATION COMMITTEE

INDEPENDENT COMPENSATION CONSULTANT


WE DO...



			Pay for Performance using a compensation structure that includes performance-based AIP and long-term incentive plan awards that are designed to align with stockholder interests

			Provide long-term incentive plan awards that are at-risk and include performance-based awards with a multi-year performance period

			Include caps on payouts under annual and long-term performance incentives

			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

			Have change in control benefits that are subject to “double trigger” provisions, requiring both the occurrence of a change in control event and a qualifying termination (e.g., involuntary termination without cause or resignation for good reason)

			Maintain rigorous stock ownership requirements for NEOs, including a 6x base salary requirement for our CEO

			Have an independent compensation consultant that reports directly to the Social Responsibility and 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


WE DO NOT...



			Offer supplemental executive retirement plan benefits

			Engage in option backdating or re-pricing

			Permit hedging or pledging of our Common Stock by directors, employees (including the Named Executive Officers), or their related persons

			Encourage excessive risk or inappropriate risk taking through our incentive programs

			Guarantee annual bonuses

			Provide excessive perquisites to executives

			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 under our equity compensation plans


The AES Corporation	Constellation Energy Corp.	Entergy Corporation
NRG Energy, Inc.	Public Service Enterprise Group Incorporated	UGI Corporation


			Name						2025 Base Salary ($)(1)

			James A. Burke President and Chief Executive Officer						1,400,000
			Kristopher E. Moldovan EVP and Chief Financial Officer						668,367
			Stacey Doré Chief Strategy and Sustainability Officer & EVP Public Affairs						657,891
			Scott A. Hudson EVP and President Vistra Retail						652,627
			Stephanie Zapata Moore EVP, General Counsel, and Chief Compliance Officer						607,700


			Name						2025 AIP Target (%)(1)

			James A. Burke President and Chief Executive Officer						150
			Kristopher E. Moldovan EVP and Chief Financial Officer						85
			Stacey Doré Chief Strategy and Sustainability Officer & EVP Public Affairs						85
			Scott A. Hudson EVP and President Vistra Retail						90
			Stephanie Zapata Moore EVP, General Counsel, and Chief Compliance Officer						75


Named Executive Officer AIP Scorecard Metrics	Weight (%)		Target		Performance		Results Achieved (%)	Weighted Average Funding (%)

Adjusted EBITDA(1) *($ m)	25		$5,710		$5,838		144	35
Adjusted FCFbG(2) *($ m)	25		$3,112		$3,501		200	50
Total Cost ($ m)(3)	10		$4,851		$5,299		—	—
Generation Operating Index (%)	20		100	%	109	%	109	22
Retail Operating Index (%)	10		100	%	128	%	128	13
Vistra Stakeholder Index (%)	10		100	%	100	%	100	10
Total	100	%						130	%


Name	2025 AIP Target (% of salary)	2025 Target Award Value ($)(1)	2025 Actual Award ($)

James A. Burke	150	2,071,233	2,965,508
Kristopher E. Moldovan	85	565,845	810,155
Stacey Doré	85	556,976	869,952
Scott A. Hudson	90	585,402	838,155
Stephanie Zapata Moore	75	453,957	709,044


			Name						Total Target Value ($)(1)

			James A. Burke						11,000,000
			Kristopher E. Moldovan						5,000,000
			Stacey Doré						5,000,000
			Scott A. Hudson						2,500,000
			Stephanie Zapata Moore						1,750,000