DEF 14A of Vistra Corp., Mar 19, 2025

DEF 14A of Vistra Corp.

Filed Mar 19, 2025 · FY20240001193125-25-057930

Open on EDGAR

  1. 2024 COMPENSATION HIGHLIGHTS

    2024 COMPENSATION HIGHLIGHTS In 2024, Vistra again received strong support for its executive compensation programs, with over 98% of the vote approving, on an advisory basis, our executive compensation. In 2024, as in prior years, the Social Responsibility & Compensation Committee considered input from our stockholders and other stakeholders as part of its annual review of Vistra’s executive compensation program. Based in part on discussions with stockholders, beginning in 2024, we adjusted the mix of long-term incentive (“LTI”) awards to increase performance stock units to 65% of the named executive officers’ annual LTI award. We are committed to a pay for performance compensation philosophy, designed to:

  2. 2024 COMPENSATION HIGHLIGHTS

    | | 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) | | | Stock ownership guidelines applicable to our Chief Executive Officer and Executive Vice Presidents, including the Named Executive Officers (“NEOs”), and non-employee directors |

  3. 2024 COMPENSATION HIGHLIGHTS

    | | “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 |

  4. SUMMARY OF DIRECTOR NOMINEES

    SUMMARY OF DIRECTOR NOMINEES

  5. SUMMARY OF DIRECTOR NOMINEES

    | Name | Age | Director Since | Independent | Current Committee Memberships | Other Public Company Boards | | Scott B. Helm Director, Chairman of the Board Vistra Corp. | 60 | 2017 | ● | | | | Hilary E. Ackermann Former Chief Risk Officer with Goldman Sachs Bank USA | 69 | 2018 | ● | Sustainability & Risk (Chair), Generation and Safety Oversight | | | Arcilia C. Acosta CEO of CARCON Industries and Construction | 59 | 2020 | ● | Audit, Nominating & Governance | • Magnolia Oil and Gas Corporation • Veritex Holdings, Inc. | | Gavin R. Baiera Senior Managing Director, Partner and Portfolio Manager at Centerbridge Partners, L.P. | 49 | 2016 | ● | Social Responsibility & Compensation, Sustainability & Risk | | | Paul M. Barbas Former President and Chief Executive Officer of DPL Inc. | 68 | 2018 | ● | Audit, Nominating & Governance, Generation and Safety Oversight | | | James A. Burke President, Chief Executive Officer of Vistra Corp. | 56 | 2022 | | | | | Lisa Crutchfield Managing Principal of Hudson Strategic Advisers, LLC | 61 | 2020 | ● | Social Responsibility & Compensation (Chair) | • Fulton Financial Corporation | | Julie A. Lagacy Former Chief Sustainability and Strategy Officer at Caterpillar Inc. | 58 | 2023 | ● | Nominating & Governance (Chair), Sustainability & Risk | • Nutrien Ltd. | | John W. (Bill) Pitesa Former Chief Nuclear Officer for the Nuclear Energy Institute | 67 | 2024 | ● | Generation and Safety Oversight (Chair), Social Responsibility & Compensation | |

  6. SUMMARY OF DIRECTOR NOMINEES

    | | 2025 Proxy Statement | 5 |

  7. SUMMARY OF DIRECTOR NOMINEES

    | Name | Age | Director Since | Independent | Current Committee Memberships | Other Public Company Boards | | John R. (J. R.) Sult Former Executive Vice President and Chief Financial Officer of Marathon Oil Corporation | 65 | 2018 | ● | Audit (Chair) | • Sitio Royalties Corp. | | Robert C. Walters Former Senior Partner and Executive Committee Member at Gibson Dunn & Crutcher LLP | 66 | 2024 | ● | Nominating & Governance, Sustainability & Risk | |

  8. SUMMARY OF DIRECTOR NOMINEES

    | Ethnic Diversity | Female Committee Chairs | Gender Diversity | Independence | | | | | |

  9. SUMMARY OF DIRECTOR NOMINEES

    | Average Tenure | Average Age | | 4.8 years average tenure of director nominees | 61.6 years average age of director nominees |

  10. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The Board is comprised of 11 directors, each of whom will stand for re-election at the Annual Meeting. The director nominees listed below intend to serve, if elected, on the Board as directors until the 2026 Annual Meeting and until their successors have been elected and qualified. Each of the director nominees have been recommended and nominated by the Nominating & Governance Committee. The persons named as proxies on the proxy card intend to vote the proxies for the election of the nominees to the Board listed below. Each nominee listed below has consented to being named in this Proxy Statement and to serve as a director if elected.

  11. Director Qualifications

    Director Qualifications Each director nominee is evaluated in accordance with the qualifications set forth in our Corporate Governance Guidelines. We require that directors possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of our stockholders at large. They must also have an inquisitive and objective perspective, practical wisdom, mature judgment and sufficient personal resources such that any director compensation to be received from the Company would not be sufficiently meaningful to impact their judgment in reviewing matters coming before the Board. Finally, they must be able to work compatibly with the other members of the Board and otherwise have the experience and skills necessary to enable them to serve as productive Board members. Directors also must be willing to devote sufficient time to carrying out their fiduciary duties and other responsibilities effectively and should be committed to serve on the Board for an extended period of time. For additional information, please read our Corporate Governance Guidelines. Listed below are summaries of specific qualifications that the Nominating & Governance Committee and the Board believe should be represented on the Board among other qualifications that a director may bring.

  12. Director Qualifications

    | SKILLS & EXPERIENCE | | | | Corporate Governance/Public Board Experience Experience in serving on other public company boards; experience maintaining and upholding board and management accountability; strong understanding of governance and compliance practices that safeguard and align with the interests of investors and other relevant stakeholders. | | | Company Executive Experience in holding significant executive or leadership positions within a public company or large organizations. | | | Energy Industry Expertise In-depth knowledge and experience in the energy industry; deep understanding of energy company operations and navigating risks associated with energy operations, including safety. | | | Finance/Accounting Experience in corporate finance, capital management, accounting, and financial reporting; experience in assessing and overseeing financial statements, internal controls, and operating results. | | | Strategy/Transactional Experience in managing businesses through mergers, acquisitions, and other significant transactions that shaped or transformed the strategic direction of a company; experience in overseeing or developing business plans and strategic initiatives aimed at long-term value creation. | | | Regulatory/Compliance/Policy Deep understanding of regulatory affairs, government, or public policy of heavily regulated industries; includes maintaining a strong understanding of the energy markets regulatory environment. | | | Risk Management Experience in identifying and addressing financial or business-related risks; understanding of risks specific to the energy industry and their potential impacts on shareholder value. | | | Climate Change and Sustainable Strategy/Policy Expertise in climate change, climate-related risk management, and sustainability matters, including through formal certification programs or training or participating in significant continuing education on climate science and the technologies, stakeholders, and economic theories that have emerged to prevent climate change, or through a CEO position or other senior executive role with responsibility for managing climate change and its associated risks, and sustainability issues as business imperatives. | | | Human Capital Management Experience or expertise in cultivating a talented, motivated and inclusive workforce, including oversight of compensation, company culture, talent growth and development, succession planning and other human capital issues. | | | Cybersecurity, Technology and Innovation Technology experience, including implementing business transformations and improvements through new technology deployments and initiatives; experience with the design, implementation or oversight of cybersecurity policies and cyber risk mitigation. |

  13. Director Qualifications

    | | 2025 Proxy Statement | 9 |

  14. Director Qualifications

    Each director nominee brings a strong and unique background and set of skills to the Board, giving the Board as a whole competence and experience across these areas. The following skills matrix identifies the five primary skills and attributes that each director nominee brings to the Board and committees. The table below does not include all of the skills and attributes that each director nominee offers. While each director possesses numerous skills and attributes, we believe identifying the five most prominent skills and attributes provides a more meaningful presentation of the key contributions and value of each director. In addition to each director’s individual qualifications, including his or her knowledge, skills and experience mentioned above, the Company believes that each of our directors possesses high ethical standards, acts with integrity, and exercises careful judgment. Each is committed to employing his or her skills and abilities in the long-term interests of the Company and our stockholders. Collectively, our directors are knowledgeable and experienced in business, governmental, and civic endeavors, further qualifying them for service as members of the Board. For more information concerning each director’s various qualifications, attributes, skills and experience considered important by the Board in determining that such nominee should serve as a director, as well as each nominee’s principal occupation, directorships and additional biographical information, please read the section entitled “Director Nominee Biographies” beginning on page 11.

  15. Director Qualifications

    | 10 | 2025 Proxy Statement | |

  16. DIRECTOR NOMINEE BIOGRAPHIES

    DIRECTOR NOMINEE BIOGRAPHIES

  17. DIRECTOR NOMINEE BIOGRAPHIES

    | Scott B. Helm Chairman of the Board | | Key Experience, Qualifications & Skills • Corporate Governance/Public Board Experience • Energy Industry Expertise • Finance/Accounting • Strategy/Transactional • Risk Management | | Director Since: 2017 Age: 60 | Board Committees: None | |

  18. DIRECTOR NOMINEE BIOGRAPHIES

    Biographical Information: Mr. Helm has served as Chairman of the Board since October 2017. For over a decade, 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. Mr. Helm has extensive financial and industry knowledge. Through 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, he has strategy, transactional, and risk management expertise. His background and experience allow him to provide valuable guidance and knowledge to the Board and enable him to lead effectively in his capacity as Chairman.

  19. DIRECTOR NOMINEE BIOGRAPHIES

    | | 2025 Proxy Statement | 11 |

  20. DIRECTOR NOMINEE BIOGRAPHIES

    | Hilary E. Ackermann | | Key Experience, Qualifications & Skills • Energy Industry Expertise • Regulatory/Compliance/Policy • Risk Management • Climate Change and Sustainable Strategy/Policy • Cybersecurity, Technology and Innovation | | Director Since: 2018 Age: 69 | Board Committees: Sustainability & Risk (Chair), Generation and Safety Oversight | |

  21. DIRECTOR NOMINEE BIOGRAPHIES

    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 served on the private board of directors and audit committee of Credit Suisse Holdings (USA), Inc. from January 2017 through December 2022, and served as chair of the risk committee, of Credit Suisse Holdings (USA), Inc. She 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 from 2015 until 2017. Ms. Ackermann received a bachelor’s degree in Russian from Georgetown University. 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. Ackermann currently serves as the Chair of the Sustainability & 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 reporting.

  22. DIRECTOR NOMINEE BIOGRAPHIES

    | 12 | 2025 Proxy Statement | |

  23. DIRECTOR NOMINEE BIOGRAPHIES

    | Arcilia C. Acosta | | Key Experience, Qualifications & Skills • Corporate Governance/Public Board Experience • Energy Industry Expertise • Finance/Accounting • Strategy/Transactional • Risk Management | | Director Since: 2020 Age: 59 | Board Committees: Audit, Nominating & Governance | |

  24. DIRECTOR NOMINEE BIOGRAPHIES

    Biographical Information: Ms. Acosta has served on the Board since 2020. Ms. Acosta has served as the CEO of CARCON Industries and Construction, a full-service construction firm, since 2000 and as the Founder and CEO of Southwestern Testing Laboratories, a geotechnical engineering and construction materials testing firm, since 2003. Ms. Acosta has served on the public boards of Magnolia Oil and Gas Corporation since 2017 and Veritex Holdings, Inc. since 2021. Prior public board service includes ten years as a director of Energy Future Holdings Corporation, Legacy Texas Financial Group, N.A. from 2015 to 2019, and ONE Gas, Incorporated from July 2018 through February 2020. In addition, Governor Abbott appointed Ms. Acosta to several prominent positions: as one of three Co-Chairs of the 2023 Texas Inaugural Committee in November 2022, to the Texas Tech University Board of Regents for a six-year term in April 2021, to the Texas Higher Education Coordinating Board for a three-year term in March 2016, and in March 2020 to the Strike Force to Open Texas for COVID-19. Ms. Acosta’s civic boards include the Communities Foundation of Texas, Texas Institute for Women in Leadership where she serves as Chairman, and the Dallas Citizens Council where she served as Chairman from December 2023 until December 2024. Ms. Acosta graduated from Texas Tech University and completed the Harvard University Business School Corporate Governance Program. Ms. Acosta brings extensive experience in executive management, operations, safety, construction management and engineering management. In addition, she has served on the boards 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 Audit and Nominating & Governance Committees.

  25. DIRECTOR NOMINEE BIOGRAPHIES

    | | 2025 Proxy Statement | 13 |

  26. DIRECTOR NOMINEE BIOGRAPHIES

    | Gavin R. Baiera | | Key Experience, Qualifications & Skills • Corporate Governance/Public Board Experience • Energy Industry Expertise • Finance/Accounting • Strategy/Transactional • Risk Management | | Director Since: 2016 Age: 49 | Board Committees: Social Responsibility & Compensation, Sustainability & Risk | |

  27. DIRECTOR NOMINEE BIOGRAPHIES

    Biographical Information: Mr. Baiera has served on the Board since 2016. Mr. Baiera has served as a senior managing director, partner, and portfolio manager at Centerbridge Partners, L.P., which is a multi-strategy private investment firm focused on private equity, credit, and real estate, since July 2018, and a Trustee and the CEO of Overland Advantage, a business development company focused on direct lending, since December 2023. 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. Mr. Baiera was also a member of the firm’s executive committee. Prior to joining Angelo, Gordon in 2008, Mr. 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, Mr. Baiera worked at General Electric Capital Corporation, concentrating on underwriting and investing in restructuring transactions. Mr. 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. Mr. Baiera has extensive experience in corporate finance and strategic business planning activities. In addition, he has served on the boards 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 the Company’s Social Responsibility & Compensation and Sustainability & Risk Committees.

  28. DIRECTOR NOMINEE BIOGRAPHIES

    | 14 | 2025 Proxy Statement | |

  29. DIRECTOR NOMINEE BIOGRAPHIES

    | Paul M. Barbas | | Key Experience, Qualifications & Skills • Corporate Governance/Public Board Experience • Company Executive • Energy Industry Expertise • Strategy/Transactional • Human Capital Management | | Director Since: 2018 Age: 68 | Board Committees: Audit, Nominating & Governance, Generation and Safety Oversight | |

  30. DIRECTOR NOMINEE BIOGRAPHIES

    Biographical Information: Mr. Barbas has served on the Board since 2018. Mr. Barbas previously served on the board 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 officer 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. While at DPL, he also had oversight of information technology functions and was responsible for several financial systems implementations during his prior career at GE. 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. 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 on the Company’s Audit, Nominating & Governance, and Generation and Safety Oversight Committees.

  31. DIRECTOR NOMINEE BIOGRAPHIES

    | | 2025 Proxy Statement | 15 |

  32. DIRECTOR NOMINEE BIOGRAPHIES

    | James A. Burke President & Chief Executive Officer | | Key Experience, Qualifications & Skills • Company Executive • Energy Industry Expertise • Strategy/Transactional • Regulatory/Compliance/Policy • Risk Management | | Director Since: 2022 Age: 56 | Board Committees: None | |

  33. DIRECTOR NOMINEE BIOGRAPHIES

    Biographical Information: Mr. Burke has served as the President and Chief Executive Officer since August 1, 2022. Prior to his current role he served as President and Chief Financial Officer of the Company since December 2020. Mr. Burke previously served as Executive Vice President and Chief Operating Officer of the Company since October 2016. Prior to joining the Company, he served as Executive Vice President of Energy Future Holdings Corp. (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 Institute of Nuclear Power Operations, the United Way Foundation of Metropolitan Dallas, Ursuline Academy of Dallas, Dallas Citizens Council, 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’s 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. Mr. Burke’s 20 years of serving in various senior leadership positions with the Company brings to the Board significant knowledge and understanding of the Company’s assets and operations across its generation, nuclear, retail, and renewables businesses, including climate related risk management experience. The Board believes that Mr. Burke’s service as our CEO provides the Board with an important link with management and Mr. Burke’s valuable perspectives on the Company’s business, operations, and execution of its strategic plan.

  34. DIRECTOR NOMINEE BIOGRAPHIES

    | 16 | 2025 Proxy Statement | |

  35. DIRECTOR NOMINEE BIOGRAPHIES

    | Lisa Crutchfield | | Key Experience, Qualifications & Skills • Corporate Governance/Public Board Experience • Company Executive • Energy Industry Expertise • Finance/Accounting • Regulatory/Compliance/Policy | | Director Since: 2020 Age: 61 | Board Committees: Social Responsibility & Compensation (Chair) | |

  36. DIRECTOR NOMINEE BIOGRAPHIES

    Biographical Information: Ms. Crutchfield has served on the Board since 2020. 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. Ms. 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, from 2003 to 2008, Vice President and General Manager at TIAA-CREF, and Vice President of Energy Policy and Strategy at Duke Energy Corporation from 1997 to 2000. Ms. 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. Ms. Crutchfield currently serves on the board of one other publicly traded company, Fulton Financial Corporation, since 2014. She previously served on the public boards of Unitil Corporation from 2012 to 2022 and Fortis, Inc. from 2022 to 2024. 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) and an advisory board member of Protect Our Power, a non-profit advocacy organization, promoting investment in the electric power grid to ensure resiliency and reliability in light of climate-related and cybersecurity risks. Ms. Crutchfield brings extensive experience leading corporate teams and has extensive knowledge of the financial industry and business practices with expertise in finance, compliance, and regulatory matters. As demonstrated by her officer roles at Duke Energy Corporation and Exelon and as utility executive at National Grid, she has extensive experience in sustainability. In addition, she has written state and federal legislation relating to renewable energy regulation, and has advised numerous utilities on the long-term implications of a competitive energy market in their respective states. 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 as the Chair of the Social Responsibility & Compensation Committee.

  37. DIRECTOR NOMINEE BIOGRAPHIES

    | | 2025 Proxy Statement | 17 |

  38. DIRECTOR NOMINEE BIOGRAPHIES

    | Julie A. Lagacy | | Key Experience, Qualifications & Skills • Company Executive • Finance/Accounting • Strategy/Transactional • Climate Change and Sustainable Strategy/Policy • Cybersecurity, Technology and Innovation | | Director Since: 2023 Age: 58 | Board Committees: Nominating & Governance (Chair), Sustainability & Risk | |

  39. DIRECTOR NOMINEE BIOGRAPHIES

    Biographical Information: Ms. Lagacy has served on the Board since 2023. Ms. Lagacy was chief sustainability and strategy officer at Caterpillar Inc., a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives, from November 2021 through January 2023. Ms. Lagacy began her career with Caterpillar in 1988 and served as product and commercial manager from 1999 until 2004, human resources manager from 2004 until 2006, senior business resource manager (Global Mining) from 2006 until 2012, and chief financial officer (Global Mining) from 2012 until 2013. From 2013 until 2014, Ms. Lagacy served as vice president (Financial Services Division) and served as vice president of global information services and chief information officer from 2014 until 2020. Before being named Caterpillar’s chief sustainability and strategy officer, she served as vice president of enterprise strategy from 2020 to October 2021. Ms. Lagacy previously served on the public board of RPM International Inc., provider of specialty coatings, sealants, building materials and related services, from 2017 to 2023. Ms. Lagacy currently serves on the board of directors of Nutrien Ltd., a leading provider of crop inputs and services. Ms. Lagacy also serves on the board of the Illinois Cancer Care Charitable Foundation. She earned dual bachelor’s degrees in Management and Economics from Illinois State University, an M.B.A. degree from Bradley University, and is a Certified Management Accountant. Ms. Lagacy brings extensive executive management experience, including financial, strategic, technology, cybersecurity, sustainability, management development, acquisitions, and capital allocation. Specifically with regard to cybersecurity matters, Ms. Lagacy earned a Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute. She currently serves as the Chair of the Nominating & Governance Committee and a member of the Sustainability & Risk Committee.

  40. DIRECTOR NOMINEE BIOGRAPHIES

    | 18 | 2025 Proxy Statement | |

  41. DIRECTOR NOMINEE BIOGRAPHIES

    | John W. (Bill) Pitesa | | Key Experience, Qualifications & Skills • Company Executive • Energy Industry Expertise • Human Capital Management | | Director Since: 2024 Age: 67 | Board Committees: Generation and Safety Oversight (Chair), Social Responsibility & Compensation | |

  42. DIRECTOR NOMINEE BIOGRAPHIES

    Biographical Information: Mr. Pitesa was appointed to the Board in March 2024. Mr. Pitesa has spent his entire career in the nuclear industry. From 2020 until the acquisition of Energy Harbor in March 2024, Mr. Pitesa served on the board of directors of Energy Harbor, a nuclear generation and retail electricity supplier, where he was the chair of the Nuclear Committee of Energy Harbor. He retired in 2018 after working at the Nuclear Energy Institute (NEI) as chief nuclear officer. Previously, Mr. Pitesa served as chief nuclear officer for Duke Energy where he first joined in 1980 and served in numerous management positions, including serving two years as a loaned employee to the Institute of Nuclear Power Operations (INPO). During that time, he also supported the International Atomic Energy Agency (IAEA) and the World Association of Nuclear Operators (WANO) by serving on nuclear plant review teams. Mr. Pitesa holds a Bachelor of Science degree in electrical engineering from Auburn University. He is a registered professional engineer in North Carolina and a graduate of Harvard’s Advanced Management Program. Mr. Pitesa, through his 38 years of experience at Duke Energy, including executive experience as chief nuclear officer, brings expertise in energy industry operations and in particular the nuclear energy field and in leading highly-technical organizations through complex tactical and strategic decisions. His specific experiences integrating the Progress Energy and Duke Energy nuclear organizations and processes into a single, high performing nuclear fleet and serving on the Energy Harbor board of directors make him uniquely well-qualified to provide oversight to our nuclear operations and to Chair our Generation and Safety Oversight Committee. He also serves on the Company’s Social Responsibility & Compensation Committee.

  43. DIRECTOR NOMINEE BIOGRAPHIES

    | | 2025 Proxy Statement | 19 |

  44. DIRECTOR NOMINEE BIOGRAPHIES

    | John R. (J. R.) Sult | | Key Experience, Qualifications & Skills • Corporate Governance/Public Board Experience • Company Executive • Energy Industry Expertise • Finance/Accounting • Strategy/Transactional | | Director Since: 2018 Age: 65 | Board Committees: Audit (Chair) | |

  45. DIRECTOR NOMINEE BIOGRAPHIES

    Biographical Information: Mr. Sult has served on the Board since 2018. Mr. Sult previously served on the board of Dynegy 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 from 2013 to 2016. Prior to that, Mr. Sult was executive vice president and chief financial officer of El Paso Corporation and served in other senior executive financial positions at El Paso Corporation from 2005 to 2012. 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 chair of the nominating and corporate governance committee of Sitio Royalties Corp., a public company, joining the board in December 2022 following the company’s merger with Brigham Minerals, Inc., a public company, where he previously served on the board from 2018 to 2022. In addition, from 2017 to 2020, Mr. Sult previously served as a director of Jagged Peak Energy, Inc., a public company, as well as the general partner of El Paso Pipeline Partners, L.P., a public company. Mr. Sult serves as a member of the Board of Boys and Girls Country of Houston, Inc., a non-profit entity. Mr. Sult received a bachelor’s degree with special attainments in commerce from Washington & Lee University and is a licensed certified public accountant in the State of Texas. Mr. Sult, through his experience in senior executive financial positions with large public companies, brings significant knowledge of accounting, financial reporting and internal controls, capital markets, corporate finance, capital allocation and strategic planning to the Board. Mr. Sult has extensive knowledge of the energy industry. As a CFO, he also has had leadership responsibility for the information technology organization in a Fortune 500 company. 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 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.

  46. DIRECTOR NOMINEE BIOGRAPHIES

    | 20 | 2025 Proxy Statement | |

  47. DIRECTOR NOMINEE BIOGRAPHIES

    | Robert C. Walters | | Key Experience, Qualifications & Skills • Company Executive • Energy Industry Expertise • Strategy/Transactional • Regulatory/Compliance/Policy • Risk Management | | Director Since: 2024 Age: 67 | Board Committees: Nominating & Governance, Sustainability & Risk | |

  48. DIRECTOR NOMINEE BIOGRAPHIES

    Biographical Information: Mr. Walters has served on the Board since December 2024. Mr. Walters retired from Gibson Dunn & Crutcher LLP in 2023, where he served as senior partner and as a member of the firm’s worldwide executive committee. Walters is an experienced and skilled professional with over four decades of experience in an array of industries and regulatory arenas, including serving as an executive vice president and general counsel of the Predecessor. In the course of his career, Mr. Walters has had deep exposure to the electric utility and power sectors and success in building elite enterprises, recruiting and leading high-performance professionals, developing and executing regional and worldwide strategic initiatives, negotiating and closing major transactions, orchestrating federal and state regulatory, legislative, and policy initiatives, litigating and resolving large competition and commercial disputes, and advising boards of directors on business and governance matters, restructuring efforts, activist initiatives, governmental investigations, and antitrust and competition regulatory matters. Mr. Walters received a bachelor’s degree and law degree from the University of Texas at Austin. Qualifications: Mr. Walters, with his deep experience in the power industry, extensive regulatory expertise at the federal and state levels, as well as active civic and non-profit leadership, provides valuable perspectives to the Board and the Company as it continues to lead in a dynamic and transformative energy industry. He brings substantial legal and regulatory expertise as a member of the Nominating & Governance and Sustainability & Risk Committees.

  49. DIRECTOR NOMINEE BIOGRAPHIES

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

  50. DIRECTOR NOMINEE BIOGRAPHIES

    | | 2025 Proxy Statement | 21 |

  51. Executive Compensation and Oversight of Risks Related to Compensation Policies

    | • | earnings goals under the Company’s Annual Incentive Plan (“AIP”) are based upon the Company’s audited financial statements and the Company believes that the goals are sufficiently rigorous but attainable without the need to take inappropriate risks or make material changes to the Company’s business or strategy; |

  52. Executive Compensation and Oversight of Risks Related to Compensation Policies

    | • | executive officers who receive performance-based incentive awards under the AIP and the Vistra Corp. 2016 Omnibus Incentive Plan (as amended and restated, the “2016 Incentive Plan”) are required to reimburse the Company (commonly referred to as a “clawback”) if the Company has to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirements under the federal securities laws; |

  53. Executive Compensation and Oversight of Risks Related to Compensation Policies

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

  54. Executive Compensation and Oversight of Risks Related to Compensation Policies

    | • | 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 President and CEO and each Executive Vice President—to loss of the value of the retained equity if stock appreciation is jeopardized; and |

  55. 2024 Performance Highlights

    | (1) Adjusted EBITDA means Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) as adjusted for unrealized gains or losses from hedging activities, tax receivable agreement impacts, reorganization items, and certain other items described from time to time consistent with Vistra’s earnings releases. Although the nuclear production tax credit (PTC) is included in the Company’s consolidated Adjusted EBITDA results for 2024, the PTC is excluded from the calculation of Adjusted EBITDA for purposes of the 2024 EAIP scorecard results, as the scorecard metrics were set based on performance targets excluding the PTC. |

  56. 2024 Performance Highlights

    Over the last three years, Vistra has consistently met or exceeded its financial and business goals. As an example, in 2024, Vistra continued to achieve growth through the completion of the acquisition of Energy Harbor and exceeded the synergy and business targets for the acquisition. Vistra’s strong performance during the three-year performance period ended 2024 for the 2022 PSUs supported an above-target Adjusted FCFbG per share performance, which resulted in payouts of the 2022 PSUs at 200% of target. Say-on-Pay Vote and Stockholder Engagement In May 2024, Vistra’s stockholders were asked to approve, on an advisory basis, the 2023 compensation paid to Vistra’s NEOs. A substantial majority (over 98%) of the votes cast on the “say-on-pay” proposal at that meeting were voted in favor of the proposal. The “say-on-pay” advisory vote serves as a tool to guide the Board and the Social Responsibility & Compensation Committee in ensuring alignment of Vistra’s executive compensation programs with stockholder interests. The Social Responsibility & Compensation Committee believes that these results reaffirm Vistra’s stockholders’ support of Vistra’s approach to executive compensation. The Social Responsibility & Compensation Committee will continue to use the “say-on-pay” vote as a guidepost for stockholder sentiment and believes it is critical to maintain regular stockholder engagement, communication and transparency. Reflecting this commitment, members of our sustainability, investor relations and management teams regularly engage with stockholders and other stakeholders to discuss our sustainability strategy and initiatives, human capital management, company culture, corporate governance, and executive compensation practices in order to solicit feedback on these and a variety of other topics of interest. In advance of the 2025 Annual Meeting, our management team contacted our largest stockholders to offer meetings to discuss our overall strategy, corporate governance, sustainability strategy and initiatives, and other matters of interest to the investors. Please refer to page 37 of this Proxy Statement for more information regarding our stockholder and stakeholder engagement efforts.

  57. Emphasis on “At Risk” / Performance-Based Pay

    | Base Salary | Annual Bonus Plan (EAIP) | Performance Stock Units (PSUs) Performance-Based | Restricted Stock Units (RSUs) Time-Based | | Short-Term Element | | Long-Term Element | | | Not at risk | Performance-Based (at risk) | | Value Based on Stock Price (at risk) |

  58. Emphasis on “At Risk” / Performance-Based Pay

    To enhance the performance-based element of our Named Executive Officers’ total compensation, the Social Responsibility & Compensation Committee increased the weighting of PSUs for the NEOs’ total 2024 long-term incentive (“LTI”) grants. Our CEO and other Named Executive Officers received 65% (increased from 60% for the CEO and 55% for the other NEOs in 2023) of their respective target LTI grants in PSUs. The following charts illustrate the 2024 pay mix for our CEO and the average pay mix for the other Named Executive Officers. Additional detail regarding the 2024 compensation of our Named Executive Officers is provided in the Summary Compensation Table and throughout this CD&A.

  59. 2024 Named Executive Officer Compensation Overview *

    | (1) Reflects Pay Mix for our CEO, Mr. Burke, based on 2024 base salary, actual EAIP payout, and target LTI award. |

  60. 2024 Named Executive Officer Compensation Overview *

    | (2) Reflects Pay Mix for our NEOs, excluding Mr. Burke, based on 2024 base salary, actual EAIP payout, and target LTI award. |

  61. Executive Compensation Best Practices

    | We Do... | We Do Not... | | ✓ Pay for Performance using a compensation structure that includes performance-based EAIP and long-term incentive plan awards that are designed to be aligned with stockholder interests ✓ Provide long-term incentive plan awards that are at-risk and performance-based and include PSUs with a multi-year performance period ✓ 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 stock ownership requirements for our CEO and other NEOs that require attainment of specified ownership levels before equity transactions can occur ✓ Have a clawback policy 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, 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 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 |

  62. Compensation Determination Process

    Compensation Determination Process Use of Market Data Vistra establishes target compensation levels that are consistent with market practice and internal equity considerations (including position, responsibility and contribution) relative to base salaries, annual incentives and long-term incentives, as well as with the Social Responsibility & Compensation Committee’s assessment of the appropriate pay mix for a particular position. In order to gauge the competitiveness of our compensation programs, Vistra reviews compensation practices and pay opportunities through the use of survey data for the general industry and energy services industry, including but not limited to independent power producers and utilities as well as data from a selection of our publicly traded peer companies used as the compensation peer group. Vistra attempts to position itself to attract and retain qualified senior executives in the face of competitive pressures in our relevant labor markets. Specifically, during 2024, Vistra used survey data and information regarding the pay practices of the energy services industry and general industry companies provided by our Compensation Consultant, regressed to Vistra’s revenue size. Vistra believes that revenue is an appropriate indicator of the size and complexity of an organization, which should be one of the considerations in determining compensation levels. The compensation data resulting from this analysis was a significant factor considered by the Social Responsibility & Compensation Committee with respect to its executive compensation decisions for the Named Executive Officers. During 2024, Vistra utilized the company-specific data from the compensation peer group as an additional reference point when determining executive compensation, pay practices, pay magnitude, and pay evaluation. This peer group consisted of a select group of companies that the Social Responsibility & Compensation Committee believes is representative of the industry, revenue size, and talent market in which Vistra competes. In 2023, the Social Responsibility & Compensation Committee reviewed Vistra’s peer group and approved changes for 2024 to help ensure the peer group continued to represent companies of comparable scale and scope. Based on this review, Exelon Corporation (“Exelon”) was removed and Constellation Energy Corp. (“Constellation”) was added reflecting the spin-off of Constellation, Exelon’s former power generation and competitive energy business, from Exelon in 2022.

  63. Compensation Determination Process

    The Social Responsibility & Compensation Committee does not target any particular level of total compensation or individual component of compensation against the peer group or relevant survey data; rather, the Social Responsibility & Compensation Committee considers the range of total compensation provided by Vistra’s peers, together with information from published surveys, in determining the appropriate mix and level of total compensation for our executives. Compensation of the CEO In determining the compensation of the CEO, the Social Responsibility & Compensation Committee annually follows a thorough and detailed process. At the end of each year, the Chair of the Social Responsibility & Compensation Committee requests a formal written assessment of the CEO’s performance from all of the Board members. The Social Responsibility & Compensation Committee reviews a summary of these assessments, prepared by the Chief Administrative Officer, along with a report from the CEO outlining performance against objectives, and the performance of Vistra’s businesses. In addition, the Social Responsibility & Compensation Committee meets—with and without the CEO—to evaluate and discuss the CEO’s performance and the performance of Vistra’s businesses. The Social Responsibility & Compensation Committee balances multiple factors in determining its recommendation for the CEO’s compensation, including ensuring that a substantial portion of the CEO’s compensation is directly linked to his performance and the performance of Vistra’s businesses and is strongly aligned with stockholders’ interests, and that his compensation is competitive with compensation paid to similarly performing executive officers with similar responsibilities in companies in our compensation peer group, and against the compensation survey data provided by the Compensation Consultant. The CEO does not make recommendations regarding his own compensation. The Social Responsibility & Compensation Committee recommends compensation for the CEO to the full Board for consideration and approval. The full Board has a fulsome discussion with the Social Responsibility & Compensation Committee regarding the recommendation and supporting data. Compensation of Other Named Executive Officers In determining the compensation of each of Vistra’s Named Executive Officers (other than the CEO), the Social Responsibility & Compensation Committee seeks the input of the CEO. At the end of each year, the CEO reviews a self-assessment prepared by each of the other Named Executive Officers and assesses the Named Executive Officer’s performance against the relevant business unit (or area of responsibility) and individual goals and objectives. The CEO reviews these assessments with the Social Responsibility & Compensation Committee and makes recommendations for the compensation of the Named Executive Officers. With that context, the Social Responsibility & Compensation Committee determines and approves the compensation for each Named Executive Officer. Role of the Compensation Consultant To add rigor to the Social Responsibility & Compensation Committee process, the Compensation Consultant provides the Social Responsibility & Compensation Committee with an update on historical and forward-looking executive compensation trends for discussion. In 2024, the Compensation Consultant also provided the Social Responsibility & Compensation Committee with survey market data and peer analysis, which the Social Responsibility & Compensation Committee referenced when determining compensation for executive officers. The Social Responsibility & Compensation Committee authorized the Compensation Consultant to interact with Vistra’s management, as needed, on behalf of the Social Responsibility & Compensation Committee.

  64. Annual Incentive Plan

    Annual Incentive Plan Summary The EAIP provides an annual performance-based cash bonus for the successful attainment of certain financial and operational performance targets that are established annually by the Social Responsibility & Compensation Committee. Under the terms of the EAIP, performance against these targets, which are set at challenging levels to incentivize exceptional performance (while at the same time balancing the needs for safety and investment in Vistra’s business), drives bonus funding. Performance Framework As a general matter, target-level performance is based on Vistra’s Board-approved financial and operational plan (the Financial Plan) for each upcoming year. The Social Responsibility & Compensation Committee sets high expectations for Vistra’s executive officers and therefore annually selects a target performance level that constitutes above average performance for the business based on the Financial Plan. Threshold and superior levels are for performance levels that are below and above Financial Plan-based expectations, respectively. Based on the level of attainment of these performance targets, an aggregate EAIP funding percentage amount for all participants is determined.

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  66. Annual Incentive Plan

    Target Opportunity (as a % of Salary) Target cash bonus awards are set for each Named Executive Officer as a percentage of his or her base salary. Performance payouts on financial metrics are equal to, for any particular metric, 100% if the target level is achieved, 50% if the threshold level is achieved and 200% if the superior level is achieved. Actual performance payouts are interpolated on a linear basis for performance falling between the specified performance levels, with a maximum performance payout for any particular metric equal to 200%. The sum of these results determines the corporate performance payout percentage, which is then adjusted by an individual performance modifier as described below. The total maximum opportunity including the effects of the individual performance modifier is capped at 200% of target.

  67. Annual Incentive Plan

    | Name | 2024 EAIP Target %(1) | | James A. Burke President & Chief Executive Officer | 140% | | Kristopher E. Moldovan EVP & Chief Financial Officer | 85% | | Stephen J. Muscato Former EVP & President Wholesale Operations and Development | 100% | | Scott A. Hudson EVP & President Vistra Retail | 90% | | Stacey Doré Chief Strategy and Sustainability Officer & EVP, Public Affairs | 85% |

  68. Annual Incentive Plan

    | (1) Described as a percentage of base salary. |

  69. Annual Incentive Plan

    Setting of Financial and Operational Performance Targets for 2024 Consistent with its annual practice, the Social Responsibility & Compensation Committee conducted a robust process of evaluating the scorecard metrics for the 2024 EAIP to seek to ensure executives are effectively incentivized across all key aspects of the business. The Social Responsibility & Compensation Committee approved scorecard metrics for the 2024 EAIP in December of 2023. The majority of the metrics under the 2024 EAIP are focused on financial parameters that align with stockholder value: Adjusted EBITDA, Total Costs, and Adjusted FCFbG. The targets for Adjusted EBITDA and Adjusted FCFbG were set consistent with the midpoint of Vistra’s initial 2024 guidance, which was issued in November 2023. In addition to these financial metrics, the Social Responsibility & Compensation Committee set goals to help ensure that the management team was continuing to drive the performance of each of the key business units: Generation (via the Generation Operating Index) and Retail (via the Retail Operating Index), and the Company’s ESG initiatives (via the ESG Index). The metrics comprising the Generation Operating Index consist of core processes that lead to consistent and safe operations while also driving the Generation portion of Vistra’s financial metrics. The metrics comprising the Retail Operating Index focus on core customer operations that drive both high customer satisfaction and high performance of the Retail portion of Vistra’s financial metrics. To align management’s compensation with the Company’s important sustainability goals, the metrics comprising the ESG Index are defined and assessed qualitatively and include: GHG emissions reduction targets tracking to achieve 60% reduction by 2030 and net-zero by 2050; GHG-related advocacy efforts; the Company’s Science Based Targets initiative; initiatives aimed at creating an inclusive work environment, including the implementation of various programs focused on recruiting, training, talent development, and supplier engagement.

  70. Annual Incentive Plan

    | 52 | 2025 Proxy Statement | |

  71. Annual Incentive Plan

    The following table provides a summary (including relevant weighting) of the actual results and payout levels for the 2024 scorecard under the EAIP for Vistra, including the Named Executive Officers:

  72. Annual Incentive Plan

    | Named Executive Officer EAIP Scorecard Metrics | Weight | Target | Performance | Results Achieved | Weighted Average Funding | | Adjusted EBITDA(1) *($ m) | 25% | $4,705 | $4,994 | 200% | 50% | | Total Cost ($ m)(2) | 10% | $4,354 | $4,541 | 60% | 6% | | Adjusted FCFbG(3) *($ m) | 25% | $2,250 | $2,747 | 200% | 50% | | Generation Operating Index (%) | 20% | 100% | 125% | 125% | 21% | | Retail Operating Index (%) | 10% | 100% | 180% | 180% | 18% | | ESG Index (%) | 10% | 100% | 100% | 100% | 10% | | Total | 100% | | | | 154.6% |

  73. Annual Incentive Plan

    | * See Annex A for a reconciliation of non-GAAP financial measures to the most comparable GAAP measure (as defined in Annex A). |

  74. Annual Incentive Plan

    | (1) Adjusted EBITDA means Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) as adjusted for unrealized gains or losses from hedging activities, tax receivable agreement impacts, reorganization items, and certain other items described from time to time consistent with Vistra’s earnings releases. Although the nuclear PTC is included in the Company’s consolidated Adjusted EBITDA results for 2024, the PTC is excluded from the calculation of Adjusted EBITDA for purposes of the 2024 EAIP scorecard results, as the scorecard metrics were set based on performance targets excluding the PTC. |

  75. Annual Incentive Plan

    | (2) Total Cost is calculated as the sum of total costs to operate Vistra’s business units, including (i) selling, general and administrative (SG&A) expenses, (ii) operating and maintenance (O&M) expenses, (iii) cash spend associated with capital projects, (iv) growth capital and (v) other costs incurred to operate the business. The Total Cost metric was unfavorable to target, primarily driven by additional strategic nuclear fuel purchases, higher spend for opportunistic growth projects, and higher AIP accrual. |

  76. Annual Incentive Plan

    | (3) Adjusted FCFbG means cash from operating activities excluding changes in margin deposits and working capital and adjusted for capital expenditures for growth investments, other net investment activities, and other items described from time to time consistent with Vistra’s earnings releases. |

  77. Annual Incentive Plan

    Individual Performance Highlights After determining and approving the corporate performance payout percentages based on actual Company performance against the applicable performance metrics under the EAIP, the Social Responsibility & Compensation Committee and the CEO review the performance of each of Vistra’s executive officers on an individual and comparative basis. Based on this review, which includes an analysis of both objective and subjective criteria, as determined by the Social Responsibility & Compensation Committee in its sole discretion, including the CEO’s recommendations (with respect to all executive officers other than himself), the Social Responsibility & Compensation Committee approves an individual performance modifier for each executive officer. The individual performance modifier is determined on a basis independent of the corporate performance payout calculations. In accordance with the terms of the EAIP, the individual performance modifier can range from an “outstanding performance” rating (120%) to a “partially successful” rating (35%). To calculate an executive officer’s final EAIP bonus, the corporate performance payout percentages are multiplied by the executive officer’s target incentive amount, which is computed as a percentage of annualized base salary, and then further multiplied by the executive officer’s individual performance modifier, with the maximum bonus opportunity subject to the aggregate cap of 200% of such executive officer’s target bonus under the employment agreements. Additionally, certain executives, including the Named Executive Officers, are subject to an “executive limiter” in which the EAIP is capped at 50% of each executive’s target bonus if Vistra’s Adjusted EBITDA did not meet the Adjusted EBITDA threshold performance level. In the event that such Adjusted EBITDA threshold performance level is not met, the Board has complete discretion on any final EAIP bonus paid to such executives. The Social Responsibility & Compensation Committee evaluated the Company’s performance against the Adjusted EBITDA target approved in the scorecard to determine whether the executive limiter was triggered. In 2024, because Adjusted EBITDA exceeded the threshold performance level based on the scorecard, no “executive limiter” was applicable. Actual Awards The Social Responsibility & Compensation Committee and the Board (as applicable) certified financial results for 2024 and approved the individual performance modifiers for all Named Executive Officers, and they were paid their approved

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  79. Annual Incentive Plan

    bonuses in March 2025. Based on its review of the results of 2024 performance, the Social Responsibility & Compensation Committee made no adjustments to the 2024 actual performance outcomes. The discussion below highlights key factors of each NEO’s individual performance used in determining the individual performance ratings. Mr. Burke, President & Chief Executive Officer: 2024 was a transformational year for Vistra. Mr. Burke successfully led the closing of the Energy Harbor acquisition and subsequent integration, with synergies exceeding targeted levels in 2024. In addition, Mr. Burke led all aspects of the Company to exceed the Adjusted EBITDA and Adjusted FCFbG metrics, as well as both retail and generation operating metrics. These achievements were made possible through a culture cultivated by Mr. Burke that appreciates teamwork, collaboration, and a One Team approach that creates a high-performance environment. As a result of Mr. Burke’s strong performance as CEO, the Board of Directors approved an above target EAIP payment for 2024. Mr. Moldovan, EVP & Chief Financial Officer: Mr. Moldovan was critical to the achievement of the financial targets set for 2024. The financing of the Energy Harbor acquisition, and subsequent buy out of the Vistra Vision minority interest were led by Mr. Moldovan. In addition, Mr. Moldovan continued to successfully lead the execution of Vistra’s capital allocation strategy while also leading the efforts to integrate the Energy Harbor organization into the financial forecasts and disclosures. As a result of Mr. Moldovan’s strong performance as CFO, the Social Responsibility & Compensation Committee approved an above target EAIP payment for 2024. Mr. Muscato, Former EVP and President, Wholesale Operations and Development: Mr. Muscato led the Commercial, Generation, and Development teams to a strong year in 2024, contributing to the successful financial and operational performance of the company. The generation team exceeded operational metrics, while the development team brought new renewable projects online. The commercial team was able to capture value that exceeded goals while integrating the three new nuclear facilities coming from Energy Harbor. For these and other reasons, the Social Responsibility & Compensation Committee approved an above target EAIP payment for 2024. Mr. Hudson, EVP & President Vistra Retail: Mr. Hudson led the Vistra retail organization to an outstanding year. The retail team continues to develop market leading products and provide compelling options to both residential and large and industrial customers. The retail team also successfully integrated the Energy Harbor retail business. For these and other reasons, the Social Responsibility & Compensation Committee approved an above target EAIP payment for 2024. Ms. Doré, Chief Strategy and Sustainability Officer & EVP, Public Affairs: Ms. Doré successfully closed the Energy Harbor transaction and led the efforts for the needed approvals. Ms. Doré led the public affairs team to significant positive outcomes in a variety of legislative sessions across the country and acted as the primary spokesperson in numerous legislative and industry-related forums. For these and other reasons, the Social Responsibility & Compensation Committee approved an above target EAIP payment for 2024. The table below provides a summary of the 2024 performance-based cash bonus for each NEO under the EAIP, applying the corporate performance payout percentage and each NEO’s respective individual performance modifier.

  80. Annual Incentive Plan

    | Name | 2024 Target (% of salary) | 2024 Target Award ($ Value)(1) | 2024 Actual Award ($) | | James A. Burke | 140% | $1,857,602 | $3,159,039 | | Kristopher E. Moldovan | 85% | $549,326 | $934,185 | | Stephen J. Muscato | 100% | $788,340 | $1,340,651 | | Scott A. Hudson | 90% | $571,473 | $971,847 | | Stacey Doré | 85% | $540,716 | $919,542 |

  81. Annual Incentive Plan

    | (1) Value of target award based on 2024 salary. |

  82. Long-Term Incentive

    Long-Term Incentive Equity awards made under the 2016 Incentive Plan are intended to serve as a retention and motivational tool and align the interests of Vistra’s executive officers with the interests of Vistra’s stockholders. Targeted grant values are

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  84. Long-Term Incentive

    determined based on an evaluation of internal pay equity, and compensation levels for comparable positions among peer companies, the energy services industry and general industry. Award values are benchmarked against overall market data and proxy data from Vistra’s peer group. In March 2024, the Compensation Consultant evaluated the long-term incentive program for executive officers. The Social Responsibility & Compensation Committee considered this evaluation and approved a change in the mix of awards in the LTI program for 2024 to better align with market practices and enhance the performance-based element of the LTI program. As reflected in the following graphs, the weighting toward PSUs in the LTI mix has increased each year since 2022. LTI Awards Granted in 2024

  85. Long-Term Incentive

    | Name | Total Target Value(1) | | James A. Burke | $7,000,000 | | Kristopher E. Moldovan | $3,000,000 | | Stephen J. Muscato | $3,600,000 | | Scott A. Hudson | $2,400,000 | | Stacey Doré | $2,950,000 |

  86. Long-Term Incentive

    | (1) Reflects annual LTI awards approved by the Social Responsibility & Compensation Committee in February and March 2024. |

  87. Long-Term Incentive

    Performance Stock Units For 2024, the targeted equity value in the form of PSUs for the annual LTI awards for each of the NEOs was 65%. The number of target PSUs awarded to each executive in 2024 was determined by dividing the targeted PSU value for each executive by the closing price of the Common Stock on the trading day immediately prior to the date of grant as reported on the NYSE. For the 2024 PSU grants, the Social Responsibility & Compensation Committee approved the following performance metrics and weightings for the 2024-2026 performance period:

  88. Long-Term Incentive

    | Performance Stock Units Metrics Summary | Weight | | Adjusted FCFbG (per share) | 100% | | Relative TSR Modifier(1) | +/- 25% |

  89. Long-Term Incentive

    | (1) Based on Vistra stock performance relative to S&P 500 index constituents. |

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    | | 2025 Proxy Statement | 55 |

  91. Long-Term Incentive

    The PSUs have a single performance metric of Adjusted FCFbG per share with a Relative Total Stockholder Return (“TSR”) modifier, with a three-year performance period (2024-2026) for both financial and Relative TSR metrics. The Relative TSR Modifier measures the Company’s performance relative to the S&P 500 index constituents, and applies a modifier to amounts earned based on the Adjusted FCFbG per share performance outcome as follows:

  92. Long-Term Incentive

    | Relative Performance | RTSR Modifier | | 75th%ile or higher | 1.25x | | >25th%ile to <75th%ile | No modification | | 25th%ile or lower | 0.75x |

  93. Long-Term Incentive

    If Vistra’s Absolute TSR is negative for the three-year performance period, payouts will be capped at 100% of the target number of PSUs granted regardless of actual performance. The forward-looking targeted levels for Adjusted FCFbG per share are not disclosed due to the competitively sensitive nature of this information but will be disclosed following the completion of the performance period. Based on its review with the Compensation Consultant, the Social Responsibility & Compensation Committee believes these metrics appropriately align and incentivize Vistra’s management team’s focus on long-term stockholder value creation in support of its capital allocation priorities. The 2024 PSUs will vest on March 5, 2027 and are settled in shares of Common Stock based on the certification of the results of the performance metrics following the performance period. The overall maximum payout cap for each NEO (including the effects of the Relative TSR Modifier) is 200% of his or her target PSU award based on actual performance against the target levels set by the Social Responsibility & Compensation Committee. Restricted Stock Units For 2024, targeted equity value in the form of RSUs for the annual LTI awards for each of the NEOs was 35%. The RSUs vest ratably over a three-year period to promote long-term executive retention and alignment with stockholders. Each RSU represents the right to receive one share of Common Stock as of the vesting date for the award. The number of RSUs awarded to each executive in 2024 was determined by dividing the targeted RSU value for each executive by the closing price of the Common Stock on the trading day immediately prior to the date of grant as reported on the NYSE. 2024 Equity Awards The values included in the following table reflect the total value of long-term incentive awards, including the number of restricted stock units and the target number of performance stock units, granted to each Named Executive Officer in 2024.

  94. Long-Term Incentive

    | Name | Target Value of 2024 Long-Term Incentive Award(1) | Number of Restricted Stock Units | Number of Performance Stock Units | | James A. Burke | $7,000,000 | 42,989 | 79,838 | | Kristopher E. Moldovan | $3,000,000 | 18,424 | 34,216 | | Stephen J. Muscato | $3,600,000 | 22,109 | 41,059 | | Scott A. Hudson | $2,400,000 | 14,739 | 27,373 | | Stacey Doré | $2,950,000 | 18,117 | 33,646 |

  95. Long-Term Incentive

    | (1) Reflects annual LTI awards approved by the Social Responsibility & Compensation Committee in February 2024. |

  96. Long-Term Incentive

    2022 PSU Results In February 2025, the Social Responsibility & Compensation Committee evaluated the results of 2024 performance, the final year in the 2022-2024 measurement period for the PSUs granted in 2022. Adjusted FCFbG per share

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  98. Long-Term Incentive

    performance targets were set for each year in the three-year performance period consistent with the Company’s annual budget and strategic plan, and PSU performance results are measured on a cumulative basis over a three-year period. Notably, the Company’s superior performance (200% of target) in each year of the performance period resulted in a payout of 200% of target related to the Adjusted FCFbG per share metric. Vistra’s relative TSR performance was measured cumulatively over a three-year period, and the Company achieved a relative TSR of 627%, putting it in the 100th percentile as compared to S&P 500 index constituents over the three-year period, which would have resulted in a 1.25x modifier being applied to the amounts earned pursuant to the Adjusted FCFbG per share metric. However, given that the maximum payout is capped at 200%, the 1.25x modifier did not change the final payout. Based on this review, the Social Responsibility & Compensation Committee made no adjustments to the actual performance results and certified the performance results of the 2022 PSUs for the Named Executive Officers as set forth below.

  99. Long-Term Incentive

    | 2022 PSUs Scorecard Metrics | Weight | Target | Performance(1) | Performance Payout | | Adjusted FCFbG per share ($) | 100% | $14.98 | $19.81 | 200% | | Relative TSR modifier(2) | +/-25% | >25th%ile to <75th%ile | 100th%ile | — | | Total | | | | 200% |

  100. Long-Term Incentive

    | (1) Reflects the cumulative performance for the three-year performance period of 2022-2024, with final results reviewed and certified by the Social Responsibility & Compensation Committee. |

  101. Long-Term Incentive

    | (2) Based on Vistra stock performance relative to S&P 500 index constituents. Since the maximum payout is capped at 200%, the 1.25x modifier was not applied. |

  102. Long-Term Incentive

    The following table sets forth the final number of 2022 PSUs earned by each Named Executive Officer, which is determined by multiplying the original target award for such Named Executive Officer by the cumulative payout performance percentage. The 2022 PSUs vested on February 24, 2025 and were settled in shares of Common Stock.

  103. Long-Term Incentive

    | Name | Target Award for 2022 PSUs | Final Number of PSUs Earned | | James A. Burke | 132,449 | 264,898 | | Kristopher E. Moldovan | 6,727 | 13,454 | | Stephen J. Muscato | 72,080 | 144,160 | | Scott A. Hudson | 48,053 | 96,106 | | Stacey Doré(1) | — | — |

  104. Long-Term Incentive

    | (1) Ms. Doré held no 2022 PSUs, which were granted to our other Named Executive Officers prior to her start date in August 2022. |

  105. Long-Term Incentive

    | | 2025 Proxy Statement | 57 |

  106. Compensation Risk Analysis

    | • | the structure of the incentive plans; |

  107. Compensation Risk Analysis

    | • | the mix of cash and equity payouts at various compensation levels; |

  108. Compensation Risk Analysis

    | • | the use of multiple financial and operational performance metrics that are readily monitored and reviewed; |

  109. Compensation Risk Analysis

    | • | the extent to which the Named Executive Officer pay program rewards short-term decisions at the risk of long-term performance; |

  110. Compensation Risk Analysis

    The Company also generally considered other compensation policies (such as clawback and anti-hedging policies), other compensation plans relating to severance and change-in-control benefits, and compensation governance. Following their assessment, our management team prepares a report, which is provided to the Social Responsibility & Compensation Committee for review. The Social Responsibility & Compensation Committee reviews the report, which is also made available to the full Board. For 2024, we concluded that there were no material issues regarding our executive pay programs, and that the design of the Company’s incentive pay plans has, overall, a low-risk profile. Based on the foregoing, the Social Responsibility & Compensation Committee and the Company’s management concluded that the risks arising from our overall compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

  111. Benefits and Perquisites

    Benefits and Perquisites Benefits Vistra’s executive officers generally have the opportunity to participate in certain of Vistra’s broad-based employee compensation plans, including Vistra’s Thrift (401(k)) Plan (the “Thrift Plan”), and health and welfare plans. Please refer to the footnotes to the Summary Compensation Table below for more information. Perquisites Vistra provided our executives with financial planning and tax advice and executive physicals during 2024. Employment Arrangements and Severance Benefits Vistra has entered into employment agreements with each of the Named Executive Officers. Each of the employment agreements provides that certain payments and benefits will be paid upon the expiration of the agreement or an earlier termination of the Named Executive Officer’s employment under certain circumstances, including a termination without cause, a resignation for good reason and a qualifying termination of employment within a fixed period of time following a change in control of Vistra. The change in control severance benefits for the Named Executive Officers are “double trigger” benefits, requiring both (i) a change in control of Vistra and (ii) a qualifying termination of employment before any applicable Named Executive Officer is entitled to receive any change in control severance payment. In addition, Vistra does not pay excise tax gross-ups associated with any change in control severance payment. Vistra believes that these provisions are important in order to attract, motivate and retain the caliber of executive officers that our business requires and provide incentive for our executive officers to fully consider potential changes that are in Vistra’s and our stockholders’ best interests, even if such changes could result in the executive officers’ termination of employment.

  112. Summary Compensation Table—2024

    Summary Compensation Table—2024 The following table provides information for the fiscal years ended December 31, 2024, 2023, and 2022 regarding the aggregate compensation paid to Vistra’s Named Executive Officers.

  113. Summary Compensation Table—2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value & Non-qualified Deferred Compensation ($) | All Other Compensation ($)(3) | Total ($) | | James A. Burke President & Chief Executive Officer | 2024 | 1,337,885 | — | 7,704,880 | — | 3,159,039 | — | 34,240 | 12,236,044 | | | 2023 | 1,262,596 | — | 5,999,985 | — | 3,158,105 | — | 32,690 | 10,453,376 | | | 2022 | 1,014,847 | — | 6,061,159 | — | 1,453,551 | — | 30,267 | 8,559,824 | | Kristopher E. Moldovan EVP & Chief Financial Officer | 2024 | 645,847 | — | 3,302,081 | — | 934,185 | — | 35,860 | 4,917,973 | | | 2023 | 627,519 | — | 2,799,990 | — | 1,022,383 | — | 38,384 | 4,488,276 | | | 2022 | 451,731 | — | 1,462,183 | — | 387,373 | — | 29,166 | 2,330,453 | | Stephen J. Muscato Former EVP & President Wholesale Operations and Development | 2024 | 787,996 | — | 3,962,495 | — | 1,340,651 | — | 20,308 | 6,111,450 | | | 2023 | 772,296 | — | 3,499,988 | — | 1,497,300 | — | 23,065 | 5,792,649 | | | 2022 | 630,552 | — | 3,448,936 | — | 800,378 | — | 21,750 | 4,901,616 | | Scott A. Hudson EVP & President Vistra Retail | 2024 | 634,693 | — | 2,641,666 | — | 971,847 | — | 34,031 | 4,282,237 | | | 2023 | 621,707 | — | 2,399,985 | — | 991,429 | — | 36,396 | 4,049,517 | | | 2022 | 604,427 | — | 2,303,013 | — | 690,592 | — | 30,937 | 3,628,969 | | Stacey Doré Chief Strategy and Sustainability Officer & EVP, Public Affairs | 2024 | 635,724 | — | 3,247,068 | — | 919,542 | — | 31,434 | 4,833,768 | | | 2023 | 617,624 | 150,000 | 2,749,995 | — | 1,006,276 | — | 30,676 | 4,554,571 |

  114. Summary Compensation Table—2024

    | (1) Amounts reported with respect to RSUs and PSUs granted to the Named Executive Officers reflect the grant date fair value of the award computed in accordance with ASC 718. Assuming maximum performance of the 2024 PSUs, the total maximum potential value of the equity awards granted to each NEO in 2024 would be as follows: Mr. Burke, $11,549,878; Mr. Moldovan, $4,949,923; Mr. Muscato, $5,939,897; Mr. Hudson, $3,959,950; and Ms. Doré, $4,867,459. |

  115. Summary Compensation Table—2024

    | (2) The amounts reported as “Non-Equity Incentive Plan Compensation” were earned by the respective Named Executive Officers under the EAIP. |

  116. Summary Compensation Table—2024

    | (3) The amounts for 2024 reported as “All Other Compensation” are attributable to the Named Executive Officer’s receipt of compensation as described in the table below. |

  117. Summary Compensation Table—2024

    | Name and Principal Position | Year | Matching Contribution to Thrift Plan ($)(a) | Financial Planning ($)(b) | Executive Physical ($) | Total ($) | | James A. Burke President & Chief Executive Officer | 2024 | 20,700 | 13,540 | — | 34,240 | | Kristopher E. Moldovan EVP & Chief Financial Officer | 2024 | 19,284 | 11,870 | 4,706 | 35,860 | | Stephen J. Muscato Former EVP & President Wholesale Operations and Development | 2024 | 20,308 | — | — | 20,308 | | Scott A. Hudson EVP & President Vistra Retail | 2024 | 20,491 | 13,540 | — | 34,031 | | Stacey Doré Chief Strategy and Sustainability Officer & EVP, Public Affairs | 2024 | 13,188 | 13,540 | 4,706 | 31,434 |

  118. Summary Compensation Table—2024

    For purposes of preparing this table, all perquisites are valued on the basis of the actual cost to Vistra.

  119. Summary Compensation Table—2024

    | (a) Vistra’s Thrift Plan allows participating employees to contribute a portion of their regular salary or wages to the plan. Under the Thrift Plan, Vistra matches a portion of an employee’s contributions. This matching contribution is 100% of each Named Executive Officer’s contribution, not to exceed 6% of the Named Executive Officer’s salary (with the salary capped at the annual IRS compensation limit). All matching contributions are invested in Thrift Plan investments as directed by the participant. |

  120. Summary Compensation Table—2024

    | | 2025 Proxy Statement | 61 |

  121. Summary Compensation Table—2024

    | (b) Vistra offers to pay for our executive officers to receive financial planning services. This service is intended to support them in managing their financial affairs, which Vistra considers especially important given the high level of time commitment and performance expectation required of our executive officers. Furthermore, Vistra believes that such service helps ensure greater accuracy and compliance with individual tax regulations by our executive officers. |

  122. Grants of Plan-Based Awards—2024

    Grants of Plan-Based Awards—2024 The following table sets forth information regarding grants of compensatory awards to the Named Executive Officers for 2024.

  123. Grants of Plan-Based Awards—2024

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Numbers of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Options Awards ($)(4) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | James A. Burke | — | — | 945,000 | 1,890,000 | 3,780,000 | — | — | — | — | — | | | 3/5/2024 | 3/1/2024 | — | — | — | 39,919 | 79,838 | 159,676 | — | 5,254,937 | | | 3/5/2024 | 2/21/2024 | — | — | — | — | — | — | 42,989 | 2,449,943 | | Kristopher E. Moldovan | — | — | 275,783 | 551,565 | 1,103,130 | — | — | — | — | — | | | 3/5/2024 | 3/1/2024 | — | — | — | 17,108 | 34,216 | 68,432 | — | 2,252,097 | | | 3/5/2024 | 2/21/2024 | — | — | — | — | — | — | 18,424 | 1,049,984 | | Stephen J. Muscato | — | — | 395,250 | 790,500 | 1,581,000 | — | — | — | — | — | | | 3/5/2024 | 3/1/2024 | — | — | — | 20,530 | 41,059 | 82,118 | — | 2,702,503 | | | 3/5/2024 | 2/21/2024 | — | — | — | — | — | — | 22,109 | 1,259,992 | | Scott A. Hudson | — | — | 286,519 | 573,039 | 1,146,077 | — | — | — | — | — | | | 3/5/2024 | 3/1/2024 | — | — | — | 13,687 | 27,373 | 54,746 | — | 1,801,691 | | | 3/5/2024 | 2/21/2024 | — | — | — | — | — | — | 14,739 | 839,975 | | Stacey Doré | — | — | 271,460 | 542,919 | 1,085,839 | — | — | — | — | — | | | 3/5/2024 | 3/1/2024 | — | — | — | 16,823 | 33,646 | 67,292 | — | 2,214,580 | | | 3/5/2024 | 2/21/2024 | — | — | — | — | — | — | 18,117 | 1,032,488 |

  124. Grants of Plan-Based Awards—2024

    | (1) Based on annualized salary rate for each NEO at the end of 2024. Represents the threshold, target, and maximum amounts (where applicable) available to be earned under the EAIP for 2024 for each Named Executive Officer based on achievement of company performance metrics, which would be subject to an individual performance modifier, as determined by the Board in the case of the CEO, and by the Social Responsibility & Compensation Committee with respect to the other NEOs, to arrive at the final payout amount. Actual payments are reported in the Summary Compensation Table in the year earned under the heading “Non-Equity Incentive Plan Compensation” and described under “Annual Incentive Plan” on page 51. |

  125. Grants of Plan-Based Awards—2024

    | (2) Represents the threshold, target and maximum amounts of PSUs granted pursuant to the 2016 Incentive Plan. As described in further detail under the section entitled “Long-Term Incentive Plan,” the 2024 PSUs require performance goals to be attained over a three-year period scheduled to end on December 31, 2026. The 2024 PSUs are payable in Common Stock based on the results of market, performance, and time-based criteria and will vest on March 5, 2027. |

  126. Grants of Plan-Based Awards—2024

    | (3) Represents RSUs granted pursuant to the 2016 Incentive Plan. |

  127. Grants of Plan-Based Awards—2024

    | (4) Represents the grant date fair value of RSUs and PSUs as computed in accordance with ASC 718. |

  128. Grants of Plan-Based Awards—2024

    For a discussion of certain material terms of the employment agreements and other agreements with certain Named Executive Officers, please see “Compensation Philosophy” beginning on page 43 and “Potential Payments upon Termination or Change in Control” beginning on page 64.

  129. Grants of Plan-Based Awards—2024

    | 62 | 2025 Proxy Statement | |

  130. Outstanding Equity Awards at Fiscal Year-End—2024

    Outstanding Equity Awards at Fiscal Year-End—2024 The following table sets forth information regarding outstanding equity awards held by the Named Executive Officers at fiscal year-end for 2024.

  131. Outstanding Equity Awards at Fiscal Year-End—2024

    | | | Option Awards | | | | Restricted Stock Units | | | Performance Stock Units | | | Name | Year | Securities Underlying Unexercised Options (#) Exercisable | Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Shares or Units of Stock that have Vested (#) | Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(1) | Unearned Shares or Units of Stock that have not Vested (#) | Market Value of Unearned Shares or Units of Stock that have not vested ($)(1) | | James A. Burke | 2024 | — | — | — | — | — | 42,989(2) | $5,926,893 | 79,838(5) | $11,007,265 | | | 2023 | — | — | — | — | 35,555 | 71,111(3) | $9,804,074 | 160,000(6) | $22,059,200 | | | 2022 | — | — | — | — | 75,404 | 37,703(4) | $5,198,113 | 132,449(7) | $18,260,744 | | | 2021 | — | — | — | — | 76,385 | — | — | — | — | | | 2020 | 145,687 | — | $22.98 | 2/25/2030 | 32,637 | — | — | — | — | | | 2019 | 99,364 | — | $26.56 | 2/26/2029 | 28,237 | — | — | — | — | | | 2018 | 567,000 | — | $19.68 | 4/9/2027 | — | — | — | — | — | | | 2017 | 86,633 | — | $18.90 | 10/3/2027 | 33,333 | — | — | — | — | | | 2016 | 421,053 | — | $14.03 | 10/11/2026 | 122,324 | — | — | — | — | | Kristopher E. Moldovan | 2024 | — | — | — | — | — | 18,424(2) | $2,540,117 | 34,216(5) | $4,717,360 | | | 2023 | — | — | — | — | 18,666 | 37,334(3) | $5,147,239 | 68,444(6) | $9,436,374 | | | 2022 | — | — | — | — | 34,117 | 17,060(4) | $2,352,062 | 6,727(7) | $927,451 | | | 2021 | — | — | — | — | 9,607 | — | — | — | — | | | 2020 | 20,775 | — | $22.98 | 2/25/2030 | 6,205 | — | — | — | — | | | 2019 | 14,169 | — | $26.56 | 2/26/2029 | 5,368 | — | — | — | — | | | 2018 | 45,000 | — | $19.68 | 4/9/2027 | — | — | — | — | — | | | 2017 | 10,313 | — | $18.90 | 10/3/2027 | 5,291 | — | — | — | — | | | 2016 | 49,668 | — | $13.26 | 10/25/2026 | — | — | — | — | — | | Stephen J. Muscato | 2024 | — | — | — | — | — | 22,109(2) | $3,048,168 | 41,059(5) | $5,660,804 | | | 2023 | — | — | — | — | 23,333 | 46,667(3) | $6,433,797 | 85,555(6) | $11,795,468 | | | 2022 | — | — | — | — | 48,053 | 24,027(4) | $3,312,602 | 72,080(7) | $9,937,670 | | | 2021 | — | — | — | — | 65,473 | — | — | — | — | | | 2020 | 122,377 | — | $22.98 | 2/25/2030 | 27,415 | — | — | — | — | | | 2019 | 79,491 | — | $26.56 | 2/26/2029 | 22,590 | — | — | — | — | | | 2018 | 166,417 | — | $19.68 | 4/9/2027 | — | — | — | — | — | | | 2017 | — | — | — | — | 21,164 | — | — | — | — | | | 2016 | — | — | — | — | 30,581 | — | — | — | — | | Scott A. Hudson | 2024 | — | — | — | — | — | 14,739(2) | $2,032,066 | 27,373(5) | $3,773,916 | | | 2023 | — | — | — | — | 16,000 | 32,000(3) | $4,411,840 | 58,666(6) | $8,088,281 | | | 2022 | — | — | — | — | 32,035 | 16,018(4) | $2,208,402 | 48,053(7) | $6,625,067 | | | 2021 | — | — | — | — | 32,409 | — | — | — | — | | | 2020 | 81,585 | — | $22.98 | 2/25/2030 | 18,276 | — | — | | | | | 2019 | 53,656 | — | $26.56 | 2/26/2029 | 15,248 | — | — | — | — | | | 2018 | 112,000 | — | $19.68 | 4/9/2027 | — | — | — | — | — | | | 2017 | — | — | — | — | 21,164 | — | — | — | — | | | 2016 | — | — | — | — | 30,581 | — | — | — | — | | Stacey Doré | 2024 | — | — | — | — | — | 18,117(2) | $2,497,791 | 33,646(5) | $4,638,774 | | | 2023 | — | — | — | — | 18,333 | 36,667(3) | $5,055,279 | 67,222(6) | $9,267,897 | | | 2022 | — | — | — | — | 26,957 | 13,479(8) | $1,858,350 | — | — |

  132. Outstanding Equity Awards at Fiscal Year-End—2024

    | (1) The amount listed in this column represents the product of the closing market price of the Common Stock on December 31, 2024 of $137.87 multiplied by the number of shares of stock subject to the award as reflected in the previous column. |

  133. Outstanding Equity Awards at Fiscal Year-End—2024

    | | 2025 Proxy Statement | 63 |

  134. Outstanding Equity Awards at Fiscal Year-End—2024

    | (2) Includes awards granted on March 5, 2024 and vesting ratably on the first three anniversaries of March 5, 2024. |

  135. Outstanding Equity Awards at Fiscal Year-End—2024

    | (3) Includes awards granted on February 24, 2023 and vesting ratably on the first three anniversaries of February 24, 2023. |

  136. Outstanding Equity Awards at Fiscal Year-End—2024

    | (4) Includes awards granted on February 24, 2022 and vesting ratably on the first three anniversaries of February 24, 2022. For Messrs. Burke and Moldovan, also includes RSUs granted on August 1, 2022 in connection with their respective promotions to Chief Executive Officer and Chief Financial Officer, which RSUs vest ratably on the first three anniversaries of August 1, 2022. |

  137. Outstanding Equity Awards at Fiscal Year-End—2024

    | (5) The 2024 PSUs require performance goals to be attained over a three-year period scheduled to end on December 31, 2026. The 2024 PSUs are payable in Common Stock based on the results of market, performance, and time-based criteria and vest on March 5, 2027. In the table above, the number and market value of the units that vest reflect target performance. |

  138. Outstanding Equity Awards at Fiscal Year-End—2024

    | (6) The 2023 PSUs require performance goals to be attained over a three-year period scheduled to end on December 31, 2025. The 2023 PSUs are payable in Common Stock based on the results of market, performance, and time-based criteria and vest on February 24, 2026. In the table above, the number and market value of the units that vest reflect target performance. |

  139. Outstanding Equity Awards at Fiscal Year-End—2024

    | (7) The 2022 PSUs required performance goals to be attained over a three-year period ended December 31, 2024. The 2022 PSUs were paid in Common Stock based on the results of market, performance, and time-based criteria and vested on February 24, 2025. In the table above, the number and market value of the units that vest reflect target performance. In February 2025, the Social Responsibility & Compensation Committee certified the performance payout of the 2022 PSUs. See “2022 PSU Results” on page 56 for further details. |

  140. Outstanding Equity Awards at Fiscal Year-End—2024

    | (8) Includes RSUs granted on August 23, 2022, which RSUs vest ratably on the first three anniversaries of August 23, 2022. |

  141. Option Exercises and Stock Vested—2024

    Option Exercises and Stock Vested—2024 The following table sets forth information regarding the exercise of options and the vesting of stock awards by each Named Executive Officer during 2024.

  142. Option Exercises and Stock Vested—2024

    | | Option Awards | | Stock Awards | | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Dividend Value Realized on Vesting ($) | Value Realized on Vesting ($) | Total Value Realized on Vesting(2) ($) | | James A. Burke | — | — | 216,351 | 395,098 | 10,641,070 | 11,036,168 | | Kristopher E. Moldovan | — | — | 46,894 | 66,718 | 2,622,398 | 2,689,117 | | Stephen J. Muscato | 207,100 | 29,964,570 | 170,013 | 319,285 | 8,143,379 | 8,462,664 | | Scott A. Hudson | 201,517 | 20,314,730 | 92,730 | 168,067 | 4,447,821 | 4,615,887 | | Stacey Doré | — | — | 31,812 | 37,013 | 2,047,444 | 2,084,457 |

  143. Option Exercises and Stock Vested—2024

    | (1) The number of shares acquired on vesting are pre-tax and do not account for shares sold or withheld to pay taxes. |

  144. Option Exercises and Stock Vested—2024

    | (2) The amounts shown include (i) value realized on vesting based on the closing stock price of Common Stock on the date of vesting, and (ii) the amount of the quarterly regular dividends that accrued with respect to such awards prior to vesting. |

  145. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control For the reasons discussed in the CD&A, the Company has entered into certain agreements with the Named Executive Officers, which commit the Company to make payments to the Named Executive Officers under special circumstances. Generally, these circumstances involve changes in corporate control of the Company and a qualifying termination of the Named Executive Officer’s employment. In accordance with SEC instructions, these quantitative disclosures assume that a change in control took place on December 31, 2024. In fact, no change in control of the Company occurred on that date and no Named Executive Officer’s employment terminated on that date due to a change in control. If such an event were to occur in the future, actual payments would likely be different from those presented here based on various factors, including the Common Stock price at such time. The following tables and narrative below describe payments to each of the Named Executive Officers (or, as applicable, enhancements to payments or benefits) in the event of his or her termination, including if such termination is voluntary, for cause, as a result of death, as a result of disability, without cause or for good reason or in connection with a change in control of Vistra.

  146. Potential Payments upon Termination or Change in Control

    | 64 | 2025 Proxy Statement | |

  147. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors The Board establishes the level of compensation for Vistra’s non-employee directors, based on the recommendation of the Social Responsibility & Compensation Committee. Directors who also are current employees of Vistra receive no additional compensation for service as directors. The Social Responsibility & Compensation Committee periodically, but no less than every other year, engages its compensation consultant to provide market-based compensation surveys to facilitate the Social Responsibility & Compensation Committee’s review of the compensation of our Board and the Committees. As part of this process, the Social Responsibility & Compensation Committee reviews the compensation provided to our non-employee directors as compared to other comparable U.S. peer companies, with the objective of ensuring that non-employee director compensation is both market-competitive in terms of annual compensation value and consistent with emerging market practices and trends. In May 2024, the Social Responsibility & Compensation Committee reviewed the compensation structure for directors with its Compensation Consultant. Based on this review, the Social Responsibility & Compensation Committee recommended, and the Board approved, an update to the director compensation structure to increase the amount of the annual equity grant in order to position it near the median of the market, noting that the last change to director compensation occurred in 2022.

  148. 2024 Director Compensation Table

    2024 Director Compensation Table The table below sets forth information regarding the aggregate compensation earned by or paid to the non-employee members of the Board during the year ended December 31, 2024. Vistra also reimburses directors for reasonable expenses incurred in connection with their services as directors. Mr. Burke does not receive additional compensation for his services as a director of the Company.

  149. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | RSU Awards ($)(1) | Other Compensation ($)(2) | Total ($) | | Hilary E. Ackermann | 147,500 | 180,000 | — | 327,500 | | Arcilia C. Acosta | 120,000 | 180,000 | 5,801 | 305,801 | | Gavin R. Baiera | 120,000 | 180,000 | 5,801 | 305,801 | | Paul M. Barbas | 144,148 | 180,000 | — | 324,148 | | Lisa Crutchfield | 130,000 | 180,000 | — | 310,000 | | Brian K. Ferraioli(3) | 69,890 | — | 35,609 | 105,499 | | Scott B. Helm | 205,000 | 285,000 | 9,246 | 499,246 | | Jeff D. Hunter(3) | 69,890 | — | 37,185 | 107,075 | | Julie A. Lagacy | 128,352 | 180,000 | 5,801 | 314,153 | | John W. (Bill) Pitesa(4) | 81,772 | 180,000 | — | 261,772 | | John R. (J. R.) Sult | 135,000 | 180,000 | — | 315,000 | | Robert C. Walters(5) | — | — | — | — |

  150. 2024 Director Compensation Table

    | | 2025 Proxy Statement | 69 |

  151. 2024 Director Compensation Table

    | (1) Reflects the grant date fair value of RSUs awarded in 2024 determined in accordance with ASC 718. These awards vest on May 15, 2025. Pursuant to the Deferred Compensation Plan, Messrs. Barbas, Pitesa, Sult, and Mses. Ackermann, Crutchfield, and Lagacy, elected to defer settlement of 100% of their respective 2024 equity awards, with such RSUs, to the extent they become vested, being settled upon such Director’s separation of service as a director. For each director who defers his or her equity award, any associated dividend payments are accrued and will be distributed upon delivery of such deferred shares. As of December 31, 2024, each of the directors, other than Messrs. Helm and Walters, held 1,967 unvested RSUs, and Mr. Helm held 3,115 unvested RSUs. |

  152. 2024 Director Compensation Table

    | (2) Reflects cash payments with respect to accrued dividends distributed to such director upon the vesting and delivery of equity awards. |

  153. 2024 Director Compensation Table

    | (3) Messrs. Ferraioli and Hunter’s respective terms of service as a director expired at the annual meeting of stockholders on May 1, 2024. |

  154. 2024 Director Compensation Table

    | (4) Mr. Pitesa was appointed to the Board on March 7, 2024. |

  155. 2024 Director Compensation Table

    | (5) Mr. Walters was appointed to the Board on December 24, 2024. |

  156. 2024 Director Compensation Table

    | 70 | 2025 Proxy Statement | |

  157. CEO PAY RATIO

    CEO PAY RATIO We believe our executive compensation program must be internally consistent and equitable to motivate our employees to create stockholder value. We monitor the relationship between the compensation of our executive officers and the compensation of our non-managerial employees. For 2024, the total compensation of Mr. Burke, our CEO, was $12,236,044 as reported in the “Total” column of the Summary Compensation Table. The total compensation of our median employee was $132,568. The ratio of CEO pay to median worker pay for Vistra was 92:1. We calculated the ratio of the pay of our CEO to that of our median employee in a manner consistent with Item 402(u) of Regulation S-K. For purposes of determining the median employee, we identified 2024 base salary, target bonus and target long-term incentive plan equity awards obtained from internal payroll records for all employees, excluding our CEO, who were employed by us on December 31, 2024. We included and analyzed the total compensation of all employees as of December 31, 2024, whether employed on a full-time or part-time basis. We believe that the ratio of CEO pay to that of this median employee is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  158. CEO PAY RATIO

    | 74 | 2025 Proxy Statement | |

  159. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth information regarding the Company’s performance and the “Compensation Actually Paid” (“CAP”) to our Named Executive Officers, as calculated in accordance with SEC disclosure rules. CAP reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end and other relevant valuation date stock prices, various accounting valuation assumptions, and projected performance modifiers, as well as the impact of year-to-year changes in these valuation assumptions. As a result, the total CAP amounts do not reflect actual amounts realized and paid to our NEOs in each year shown, and the Social Responsibility & Compensation Committee did not consider the information provided in the table in structuring or determining compensation for our NEOs. For a discussion of how the Social Responsibility & Compensation Committee assessed Vistra’s performance and our NEOs’ pay each year, see the section titled “Compensation Discussion and Analysis” in this Proxy Statement covering 2024 and in our proxy statements covering fiscal years 2020, 2021, 2022, and 2023.

  160. PAY VERSUS PERFORMANCE

    | Year (1) | Summary Compensation Table Total (2) | | Compensation Actually Paid (3) | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (4) | Value of Initial Fixed $100 Investment Based On: (5) | | Net Income (Loss) ($000,000) | Adjusted EBITDA ($000,000) (7) | | | PEO 1 James A. Burke ($) | PEO 2 Curtis A. Morgan ($) | PEO 1 James A. Burke ($) | PEO 2 Curtis A. Morgan ($) | | | Vistra Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (6) | | | | 2024 | 12,236,044 | N/A | 104,409,420 | N/A | 5,036,357 | 41,319,866 | 683.46 | 137.73 | 2,659 | 5,539 | | 2023 | 10,453,377 | N/A | 30,741,208 | N/A | 4,721,253 | 11,784,665 | 189.05 | 111.59 | 1,493 | 4,101 | | 2022 | 8,559,824 | 11,852,513 | 14,390,474 | 22,523,112 | 3,372,114 | 5,415,367 | 110.73 | 120.09 | (1,227) | 2,994 | | 2021 | N/A | 10,075,626 | N/A | 4,395,128 | 3,425,261 | 1,512,908 | 105.38 | 118.24 | (1,274) | 1,908 | | 2020 | N/A | 10,875,562 | N/A | 11,977,950 | 3,459,668 | 3,548,942 | 88.13 | 100.48 | 636 | 3,685 |

  161. PAY VERSUS PERFORMANCE

    | (1) The Principal Executive Officer(s) (“PEO”) and other NEOs for the indicated years were as follows: |

  162. PAY VERSUS PERFORMANCE

    | 2020 | 2021 | 2022 | 2023-2024 | | Curtis A. Morgan (PEO) | Curtis A. Morgan (PEO) | Curtis A. Morgan (PEO through July 31, 2022) | James A. Burke | | James A. Burke | James A. Burke | James A. Burke (PEO effective August 1, 2022) | Kristopher E. Moldovan | | Stephen J. Muscato | Stephen J. Muscato | Kristopher E. Moldovan | Stephen J. Muscato | | Scott A. Hudson | Scott A. Hudson | Stephen J. Muscato | Scott A. Hudson | | Stephanie Zapata Moore | Stephanie Zapata Moore | Scott A. Hudson | Stacey Doré | | David A. Campbell | | Stephanie Zapata Moore | |

  163. PAY VERSUS PERFORMANCE

    | (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the indicated year for Mr. Burke and Mr. Morgan, as applicable, and (ii) the average of the total compensation reported in the Summary Compensation Table for the indicated year for the Company’s other NEOs. |

  164. PAY VERSUS PERFORMANCE

    | (3) Amounts reported in this column reflect the total compensation reported in the Summary Compensation Table for Mr. Burke and Mr. Morgan, as applicable, in the indicated fiscal year, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in cash once the underlying award vests and are incorporated as applicable in the table below. The dollar amounts reflected in this column do not reflect the actual amount of compensation earned by or paid to Mr. Burke and Mr. Morgan during the indicated year. |

  165. PAY VERSUS PERFORMANCE

    | (4) Amounts reflect the average total compensation for the Company’s NEOs, other than the PEO, for the indicated fiscal year, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in cash once the underlying award vests and are incorporated as applicable in the table below. The dollar amounts reflected in this column do not reflect the actual amount of compensation earned by or paid to such NEOs during the indicated year. |

  166. PAY VERSUS PERFORMANCE

    | (5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |

  167. PAY VERSUS PERFORMANCE

    | (6) The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the S&P 500 Utilities (Sector) Index (S&P Utilities), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. Such peer index was selected in accordance with SEC rules and is not necessarily indicative of the Company’s peer group due to, among other factors, the Company’s exposure to commodities. For a discussion of the Company’s selected peer group used in connection with its executive compensation program, see “Compensation Discussion and Analysis—Corporate Governance Practices—Compensation Determination Process.” |

  168. PAY VERSUS PERFORMANCE

    | (7) As noted in the Compensation Discussion and Analysis, the Social Responsibility & Compensation Committee selected Adjusted EBITDA as one of the key metrics for evaluating and rewarding management’s performance in the 2024 annual incentive compensation program (i.e., EAIP). |

  169. PAY VERSUS PERFORMANCE

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  170. PAY VERSUS PERFORMANCE

    | Adjusted EBITDA is defined above under the heading “Setting of Financial and Operational Performance Targets for 2024.” Given the importance of Adjusted EBITDA as discussed further in the Compensation Discussion and Analysis (i.e., if Adjusted EBITDA did not meet the Adjusted EBITDA threshold performance level, the NEOs’ awards under the 2024 EAIP would have been subject to a certain “executive limiter”), the Company has determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. |

  171. PAY VERSUS PERFORMANCE

    Reconciliation of Compensation Actually Paid Adjustments

  172. Compensation Actually Paid Adjustments

    Compensation Actually Paid Adjustments

  173. Compensation Actually Paid Adjustments

    | YEAR | Summary Compensation Table Total ($) (a) | Minus Fair Value of Equity Awards Granted in Fiscal Year ($) (b) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year ($) (c) | Plus/ (Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years ($) (d) | Plus Fair Value at Vesting of Equity Awards Granted in Fiscal Year that Vested During Fiscal Year ($) (e) | Plus/(Minus) Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($) (f) | Minus Fair Value as of Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) (g) | Equals Compensation Actually Paid ($) | | PEO 1—James A. Burke | | | | | | | | | | 2024 | 12,236,044 | 7,704,880 | 28,147,496 | 69,671,080 | — | 2,059,680 | — | 104,409,420 | | 2023 | 10,453,377 | 5,999,985 | 13,432,774 | 11,798,881 | — | 1,056,161 | — | 30,741,208 | | Average Other NEOs (h) | | | | | | | | | | 2024 | 5,036,357 | 3,288,328 | 12,012,911 | 26,613,874 | — | 945,052 | — | 41,319,866 | | 2023 | 4,721,253 | 2,862,489 | 6,282,874 | 3,234,488 | — | 408,539 | — | 11,784,665 |

  174. Compensation Actually Paid Adjustments

    | (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the Average Other NEOs, amounts shown represent averages. |

  175. Compensation Actually Paid Adjustments

    | (b) Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  176. Compensation Actually Paid Adjustments

    | (c) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock option and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. Accordingly, for awards subject to performance-based vesting conditions, they are based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  177. Compensation Actually Paid Adjustments

    | (d) Represents the change in fair value during the indicated fiscal year of the outstanding and unvested stock option and stock awards held by the applicable NEO as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  178. Compensation Actually Paid Adjustments

    | (e) Represents the fair value at vesting of the stock option and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  179. Compensation Actually Paid Adjustments

    | (f) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock option and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  180. Compensation Actually Paid Adjustments

    | (g) Represents the fair value as of the last day of the prior fiscal year of the stock option and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  181. Compensation Actually Paid Adjustments

    | (h) See footnote 1 above for the NEOs included in the average for each year. |

  182. Compensation Actually Paid Adjustments

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  183. The ESPP

    The ESPP The ESPP is designed to allow eligible employees of the Company to purchase shares of Common Stock with their accumulated payroll deductions. The ESPP is divided into two components: the “Section 423 Component” and the “Non-Section 423 Component”. The Section 423 Component is intended to qualify under Section 423 of the Internal Revenue Code. The Non-Section 423 Component is not intended to qualify under Section 423 of the Internal Revenue Code and will be used to grant stock options to certain non-U.S. employees. The material terms of the ESPP are summarized below. The purpose of the ESPP is to assist such employees in acquiring a stock ownership interest in the Company. The Board believes that equity awards are necessary to remain competitive in its industry and are essential to recruiting and retaining the highly qualified employees who help us meet our goals.

  184. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 5.1 Number. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), the Board of Directors shall consist of such number of directors as shall be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the total number of directors then authorized. Section 5.2 Term; Removal. (a) Other than those directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation) (the “Preferred Stock Directors”)), commencing with the 2020 annual meeting of stockholders, directors shall be elected to hold office for a term expiring on the date of the next annual meeting of stockholders following their election and until their respective successors shall have been duly elected and qualified, or until their earlier death, resignation, disqualification or removal. (b) Subject to the rights of the holders of any outstanding series of Preferred Stock, and unless otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office and entitled to vote thereon, even though less than a quorum of the Board of Directors, or by the sole remaining director. Any director so chosen shall hold office until the next annual meeting and until his or her successor shall have been duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal. A director may resign at any time upon notice to the Corporation as provided in the Corporation’s Bylaws. No decrease in the authorized number of directors shall shorten the term of any incumbent director. (c) Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, and only by the affirmative vote of at least a majority of the voting power of the stock outstanding and entitled to vote thereon. (d) During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), and upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such number of directors that the holders of any series of Preferred Stock have a right to elect, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions and (ii) each Preferred Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. In case any vacancy shall occur among the Preferred Stock Directors, a successor may be elected by the holders of Preferred Stock pursuant to said provisions. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to said provisions, the terms of office of all Preferred Stock Directors elected by the holders of such Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly. Section 5.3 Powers. Subject to the provisions of the DGCL and to any limitations in this Certificate of Incorporation relating to action required to be approved by the stockholders, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

  185. BOARD OF DIRECTORS

    | | 2025 Proxy Statement | A-3 |

  186. BOARD OF DIRECTORS

    Section 5.4 Election; Annual Meeting of Stockholders. (a) Ballot Not Required. The directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide. (b) Notice. Advance notice of nominations for the election of directors, and of business other than nominations, to be proposed by stockholders for consideration at a meeting of stockholders of the Corporation shall be given in the manner and to the extent provided in the Bylaws of the Corporation. (c) Annual Meeting. The annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, either within or without the State of Delaware, on such date, and at such time as the Board of Directors shall fix.

  187. LIABILITY OF DIRECTORS AND OFFICERS

    LIABILITY OF DIRECTORS AND OFFICERS Section 12.111.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. or officer. For purposes of this Section 11.1, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL, as it presently exists or may hereafter be amended from time to time. Section 12.211.2 Amendment or Repeal. Any amendment, alteration or repeal of this Article XIIXI that adversely affects any right of a director shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

  188. LIABILITY OF DIRECTORS AND OFFICERS

    | A-6 | 2025 Proxy Statement | |