DEF 14A of Vistra Corp., Mar 18, 2026

DEF 14A of Vistra Corp.

Filed Mar 18, 2026 · FY20250001628280-26-019029

Open on EDGAR

  1. SUMMARY OF DIRECTOR NOMINEES

    SUMMARY OF DIRECTOR NOMINEES

  2. SUMMARY OF DIRECTOR NOMINEES

    | | | Director Since | | Other Public Company Boards | Current Committee Memberships | | | | | | Name | Age | | Independent | | A | S&R | SR&C | N&G | G&SO | | Scott B. Helm Director, Chairman of the Board Vistra Corp. | 61 | 2017 | | | | | | | | | Hilary E. Ackermann Former Chief Risk Officer with Goldman Sachs Bank USA | 70 | 2018 | | Eco Wave Power Global AB | | C | | | l | | Arcilia C. Acosta CEO of CARCON Industries and Construction | 60 | 2020 | | Magnolia Oil and Gas Corporation | l | | | l | | | Gavin R. Baiera Senior Managing Director, Partner and Portfolio Manager at Centerbridge Partners, L.P. | 50 | 2016 | | | | l | l | | | | Paul M. Barbas Former President and Chief Executive Officer of DPL Inc. | 69 | 2018 | | | l | | | l | l | | James A. Burke President and Chief Executive Officer of Vistra Corp. | 57 | 2022 | | | | | | | | | Lisa Crutchfield Managing Principal of Hudson Strategic Advisers, LLC | 62 | 2020 | | Fulton Financial Corporation | | | C | | | | Julie A. Lagacy Former Chief Sustainability and Strategy Officer at Caterpillar Inc. | 59 | 2023 | | Nutrien Ltd. | | l | | C | | | John W. (Bill) Pitesa Former Chief Nuclear Officer for the Nuclear Energy Institute | 68 | 2024 | | | | | l | | C | | John R. (J. R.) Sult Former Executive Vice President and Chief Financial Officer of Marathon Oil Corporation | 66 | 2018 | | | C | | | | | | Robert C. Walters Former Senior Partner and Executive Committee Member at Gibson Dunn & Crutcher LLP | 67 | 2024 | | | | l | | l | |

  3. SUMMARY OF DIRECTOR NOMINEES

    | A Audit | S&R Sustainability and Risk N&G Nominating and Governance | SR&C Social Responsibility and Compensation G&SO Generation and Safety Oversight | l C | Member Chairperson |

  4. SUMMARY OF DIRECTOR NOMINEES

    | 2026 Proxy Statement | 5 |

  5. SUMMARY OF DIRECTOR NOMINEES

    | Proxy Summary Information | TABLE OF CONTENTS |

  6. SUMMARY OF DIRECTOR NOMINEES

    | 5.8 YEARS Average tenure of director nominees | 62.6 YEARS Average age of director nominees |

  7. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors

  8. 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 2027 Annual Meeting and until their successors have been elected and qualified. Each of the director nominees have been recommended and nominated by the Nominating and 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.

  9. DIRECTOR NOMINEE BIOGRAPHIES

    DIRECTOR NOMINEE BIOGRAPHIES

  10. DIRECTOR NOMINEE BIOGRAPHIES

    | SCOTT B. HELM | | | | | AGE: 61 | | DIRECTOR SINCE: 2017 | Chairman of the Board | | BOARD COMMITTEES: None | | 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. QUALIFICATIONS: 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. | | | KEY EXPERIENCES | | | | | | Corporate Governance/Public Board Experience | | | | | Energy Industry Expertise | | | | | Finance/Accounting | | | | | Strategy/Transactional | | | | | Risk Management | | |

  11. DIRECTOR NOMINEE BIOGRAPHIES

    | 10 | 2026 Proxy Statement |

  12. DIRECTOR NOMINEE BIOGRAPHIES

    | TABLE OF CONTENTS | Proposal 1 – Election of Directors |

  13. DIRECTOR NOMINEE BIOGRAPHIES

    | HILARY E. ACKERMANN | | | | AGE: 70 | | DIRECTOR SINCE: 2018 | | BOARD COMMITTEES: Sustainability and Risk (Chair), Generation and Safety Oversight | | 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). She was elected to the board of directors of Eco Wave Power Global AB, a publicly traded wave energy technology company, in July 2025. 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. QUALIFICATIONS: Ms. Ackermann brings extensive experience assessing credit for major banking institutions, covering a variety of industries, including the power generation, electrical utilities and natural resources sectors, as well as in-depth coverage of commodities trading, including oil, natural gas and power as a risk manager. Ms. Ackermann currently serves as the Chair of the Sustainability and Risk Committee, where she contributes significantly to the review and evaluation of our enterprise risk assessment, risk management goals, management and tracking of environmental risks and opportunities, as well as external sustainability reporting. | | KEY EXPERIENCES | | | | | Energy Industry Expertise | | | | Regulatory/Compliance/Policy | | | | Risk Management | | | | Sustainable Strategy/Policy | | | | Cybersecurity, Technology and Innovation | |

  14. DIRECTOR NOMINEE BIOGRAPHIES

    | 2026 Proxy Statement | 11 |

  15. DIRECTOR NOMINEE BIOGRAPHIES

    | Proposal 1 – Election of Directors | TABLE OF CONTENTS |

  16. DIRECTOR NOMINEE BIOGRAPHIES

    | ARCILIA C. ACOSTA | | | | AGE: 60 | | DIRECTOR SINCE: 2020 | | BOARD COMMITTEES: Audit, Nominating and Governance | | BIOGRAPHICAL INFORMATION: Mrs. Acosta has served on the Board since 2020. Mrs. 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. Mrs. Acosta has served on the public board of Magnolia Oil and Gas Corporation since 2017. 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, ONE Gas, Incorporated from July 2018 through February 2020, and Veritex Holdings, Inc. from 2021 through July 2025. 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. Mrs. Acosta’s civic boards include the Communities Foundation of Texas and the Dallas Citizens Council where she served as Chairman from December 2023 until December 2024. Mrs. Acosta graduated from Texas Tech University and completed the Harvard University Business School Corporate Governance Program. QUALIFICATIONS: Mrs. 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. Mrs. Acosta currently serves on the Company’s Audit and Nominating and Governance Committees. | | KEY EXPERIENCES | | | | | Corporate Governance/Public Board Experience | | | | Energy Industry Expertise | | | | Finance/Accounting | | | | Strategy/Transactional | | | | Risk Management | |

  17. DIRECTOR NOMINEE BIOGRAPHIES

    | 12 | 2026 Proxy Statement |

  18. DIRECTOR NOMINEE BIOGRAPHIES

    | TABLE OF CONTENTS | Proposal 1 – Election of Directors |

  19. DIRECTOR NOMINEE BIOGRAPHIES

    | GAVIN R. BAIERA | | | | AGE: 50 | | DIRECTOR SINCE: 2016 | | BOARD COMMITTEES: Social Responsibility and Compensation, Sustainability and Risk | | 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. QUALIFICATIONS: 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 and Compensation and Sustainability and Risk Committees. | | KEY EXPERIENCES | | | | | Corporate Governance/Public Board Experience | | | | Energy Industry Expertise | | | | Finance/Accounting | | | | Strategy/Transactional | | | | Risk Management | |

  20. DIRECTOR NOMINEE BIOGRAPHIES

    | 2026 Proxy Statement | 13 |

  21. DIRECTOR NOMINEE BIOGRAPHIES

    | Proposal 1 – Election of Directors | TABLE OF CONTENTS |

  22. DIRECTOR NOMINEE BIOGRAPHIES

    | PAUL M. BARBAS | | | | AGE: 69 | | DIRECTOR SINCE: 2018 | | BOARD COMMITTEES: Audit, Nominating and Governance, Generation and Safety Oversight | | 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 received a bachelor’s degree in economics from College of the Holy Cross and a Master of Business Administration in finance and marketing from the University of Massachusetts. QUALIFICATIONS: Mr. Barbas brings extensive utility, management and oversight experience, having served in executive management positions with various utility and other companies. He also has a broad background in finance and marketing and brings a strong understanding of power operations and energy markets. He also brings to the Board substantive knowledge about a variety of issues related to the Company’s business and currently serves on the Company’s Audit, Nominating and Governance, and Generation and Safety Oversight Committees. | | KEY EXPERIENCES | | | | | Corporate Governance/Public Board Experience | | | | Company Executive | | | | Energy Industry Expertise | | | | Strategy/Transactional | | | | Human Capital Management | |

  23. DIRECTOR NOMINEE BIOGRAPHIES

    | 14 | 2026 Proxy Statement |

  24. DIRECTOR NOMINEE BIOGRAPHIES

    | TABLE OF CONTENTS | Proposal 1 – Election of Directors |

  25. DIRECTOR NOMINEE BIOGRAPHIES

    | JAMES A. BURKE | | | | | AGE: 57 | | DIRECTOR SINCE: 2022 | President and Chief Executive Officer | | BOARD COMMITTEES: None | | 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 Vice-Chair of the Nuclear Energy Institute, Vice-Chair of the Electric Power Supply Association, and serves on the board of the Institute of Nuclear Power Operations, the United Way Foundation of Metropolitan Dallas, and 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 of Business Administration in finance and general management. Mr. Burke is a certified public accountant (non-practicing) and a chartered financial analyst. In addition, Mr. Burke has completed the Massachusetts Institute of Technology Nuclear Reactor Technology Course. QUALIFICATIONS: 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. | | | KEY EXPERIENCES | | | | | | Company Executive | | | | | Energy Industry Expertise | | | | | Strategy/Transactional | | | | | Regulatory/Compliance/Policy | | | | | Risk Management | | |

  26. DIRECTOR NOMINEE BIOGRAPHIES

    | 2026 Proxy Statement | 15 |

  27. DIRECTOR NOMINEE BIOGRAPHIES

    | Proposal 1 – Election of Directors | TABLE OF CONTENTS |

  28. DIRECTOR NOMINEE BIOGRAPHIES

    | LISA CRUTCHFIELD | | | | AGE: 62 | | DIRECTOR SINCE: 2020 | | BOARD COMMITTEES: Social Responsibility and Compensation (Chair) | | 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 until 2022 and Fortis, Inc. from 2022 until 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). QUALIFICATIONS: 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 and Compensation Committee. | | KEY EXPERIENCES | | | | | Corporate Governance/Public Board Experience | | | | Company Executive | | | | Energy Industry Expertise | | | | Finance/Accounting | | | | Regulatory/Compliance/Policy | |

  29. DIRECTOR NOMINEE BIOGRAPHIES

    | 16 | 2026 Proxy Statement |

  30. DIRECTOR NOMINEE BIOGRAPHIES

    | TABLE OF CONTENTS | Proposal 1 – Election of Directors |

  31. DIRECTOR NOMINEE BIOGRAPHIES

    | JULIE A. LAGACY | | | | AGE: 59 | | DIRECTOR SINCE: 2023 | | BOARD COMMITTEES: Nominating and Governance (Chair), Sustainability and Risk | | 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 is a member of the board of directors of Nutrien Ltd., a leading provider of crop inputs and services, with her annual term expiring at the next annual shareholder meeting taking place in May 2026. 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, a Master of Business Administration from Bradley University, and is a Certified Management Accountant. QUALIFICATIONS: 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 Company’s Nominating and Governance Committee and a member of the Sustainability and Risk Committee. | | KEY EXPERIENCES | | | | | Company Executive | | | | Finance/Accounting | | | | Strategy/Transactional | | | | Sustainable Strategy/Policy | | | | Cybersecurity, Technology and Innovation | |

  32. DIRECTOR NOMINEE BIOGRAPHIES

    | 2026 Proxy Statement | 17 |

  33. DIRECTOR NOMINEE BIOGRAPHIES

    | Proposal 1 – Election of Directors | TABLE OF CONTENTS |

  34. DIRECTOR NOMINEE BIOGRAPHIES

    | JOHN W. (BILL) PITESA | | | | AGE: 68 | | DIRECTOR SINCE: 2024 | | BOARD COMMITTEES: Generation and Safety Oversight (Chair), Social Responsibility and Compensation | | 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 Corp. (“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. 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. QUALIFICATIONS: 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 the Company’s Generation and Safety Oversight Committee. He also serves on the Company’s Social Responsibility and Compensation Committee. | | KEY EXPERIENCES | | | | | Company Executive | | | | Energy Industry Expertise | | | | Regulatory/Compliance/Policy | | | | Risk Management | | | | Human Capital Management | |

  35. DIRECTOR NOMINEE BIOGRAPHIES

    | 18 | 2026 Proxy Statement |

  36. DIRECTOR NOMINEE BIOGRAPHIES

    | TABLE OF CONTENTS | Proposal 1 – Election of Directors |

  37. DIRECTOR NOMINEE BIOGRAPHIES

    | JOHN R. (J. R.) SULT | | | | AGE: 66 | | DIRECTOR SINCE: 2018 | | BOARD COMMITTEES: Audit (Chair) | | 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. 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. 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 previously served on the board of Sitio Royalties Corp. from December 2022 to August 2025, Brigham Minerals, Inc. from 2018 to 2022, and Jagged Peak Energy, Inc. from 2017 to 2020, each a public company. In addition, Mr. Sult previously served as a director of the general partner of El Paso Pipeline Partners, L.P., a public company. Mr. Sult serves as a director of the 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. QUALIFICATIONS: 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 Company’s Audit Committee, where he contributes significantly to the oversight of the integrity of our financial statements, internal controls and ethics and compliance functions. | | KEY EXPERIENCES | | | | | Corporate Governance/Public Board Experience | | | | Company Executive | | | | Energy Industry Expertise | | | | Finance/Accounting | | | | Strategy/Transactional | |

  38. DIRECTOR NOMINEE BIOGRAPHIES

    | 2026 Proxy Statement | 19 |

  39. DIRECTOR NOMINEE BIOGRAPHIES

    | Proposal 1 – Election of Directors | TABLE OF CONTENTS |

  40. DIRECTOR NOMINEE BIOGRAPHIES

    | ROBERT C. WALTERS | | | | AGE: 67 | | DIRECTOR SINCE: 2024 | | BOARD COMMITTEES: Nominating and Governance, Sustainability and Risk | | 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. Mr. 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 Company’s Nominating and Governance and Sustainability and Risk Committees. | | KEY EXPERIENCES | | | | | Company Executive | | | | Energy Industry Expertise | | | | Strategy/Transactional | | | | Regulatory/Compliance/Policy | | | | Risk Management | |

  41. DIRECTOR NOMINEE BIOGRAPHIES

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

  42. DIRECTOR NOMINEE BIOGRAPHIES

    | 20 | 2026 Proxy Statement |

  43. BOARD RISK OVERSIGHT

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

  44. 2025 Performance Highlights

    | 2025 AIP Performance Summary; Select Metrics | Target ($) | Performance ($) | AIP Results Achieved (%) | | Adjusted EBITDA(1) *($ m) | 5,710 | 5,838 | 144 | | Total Cost(2) ($ m) | 4,851 | 5,299 | — | | Adjusted FCFbG(3) *($ m) | 3,112 | 3,501 | 200 |

  45. 2025 Performance Highlights

    *See Annex A for a reconciliation of non-GAAP financial measures to the most comparable GAAP measure. (1)Adjusted EBITDA means Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) as adjusted for unrealized gains or losses from hedging activities, transition and merger expenses, non-cash compensation expenses, nuclear decommissioning trust income, asset retirement obligation expenses, and certain other items described from time to time consistent with Vistra’s earnings releases. (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. (3)Adjusted FCFbG means cash from operating activities excluding changes in margin deposits and working capital and adjusted for maintenance capital expenditures, other net investment activities, and other items described from time to time consistent with Vistra’s earnings releases. Over the last three years, Vistra has consistently met or exceeded its strategic and financial goals. As an example, in 2025, Vistra completed its acquisition of natural gas assets from Lotus Infrastructure Partners and executed definitive agreements to acquire Cogentrix Energy. In addition, the Company executed long-term PPAs at its Comanche Peak Nuclear Power Plant and negotiated long-term PPAs at its PJM nuclear plants in 2025. Vistra’s strong performance during the three-year performance period ended 2025 for the 2023 PSUs supported above-target Adjusted FCFbG per share performance, which resulted in payouts of the 2023 PSUs at 200% of target.

  46. 2025 NAMED EXECUTIVE OFFICER COMPENSATION OVERVIEW

    | Chief Executive Officer(1) Annualized 2025 Pay Mix | | | | Short-Term Element | | Long-Term Element | | 9% Base Salary | 19% Annual Bonus (AIP) | 72% Equity Awards (LTI) | | | 91% Performance Based / “At Risk” | |

  47. 2025 NAMED EXECUTIVE OFFICER COMPENSATION OVERVIEW

    | Average Other Named Executive Officers(2) Annualized 2025 Pay Mix | | | | Short-Term Element | | Long-Term Element | | 12% Base Salary | 16% Annual Bonus (AIP) | 72% Equity Awards (LTI) | | | 88% Performance Based / “At Risk” | |

  48. Governance Structure

    | VISTRA BOARD OF DIRECTORS | | SOCIAL RESPONSIBILITY AND COMPENSATION COMMITTEE | | INDEPENDENT COMPENSATION CONSULTANT |

  49. Executive Compensation Best Practices

    | WE DO... | | | | Pay for Performance using a compensation structure that includes performance-based AIP and long-term incentive plan awards that are designed to align with stockholder interests | | | Provide long-term incentive plan awards that are at-risk and include performance-based awards with a multi-year performance period | | | Include caps on payouts under annual and long-term performance incentives | | | Engage in a rigorous process to establish total direct compensation and its components, including reviewing market and survey data sourced from our peer group of companies and our industry | | | Have change in control benefits that are subject to “double trigger” provisions, requiring both the occurrence of a change in control event and a qualifying termination (e.g., involuntary termination without cause or resignation for good reason) | | | Maintain rigorous stock ownership requirements for NEOs, including a 6x base salary requirement for our CEO | | | Have an independent compensation consultant that reports directly to the Social Responsibility and Compensation Committee | | | Conduct an annual risk assessment to ensure that the structure and design of our compensation programs are not reasonably likely to result in excessive risk-taking that could have a material adverse impact on the Company | | | Listen to stockholders by holding an advisory vote on executive compensation annually and taking the results of such vote into account when setting and reviewing our compensation practices and policies. We have had very positive results from our advisory vote on executive compensation each year the vote has been held | | | Conduct stockholder outreach efforts to discuss topics of interest, including our executive compensation programs |

  50. USE OF MARKET DATA

    USE OF MARKET DATA Vistra establishes base salary, target annual incentive and target long-term incentive compensation levels after considering market practice, internal equity considerations (including position, responsibility and contribution) and the Social Responsibility and 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 2025, 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 and Compensation Committee with respect to its executive compensation decisions for the Named Executive Officers. During 2025, Vistra utilized company-specific data from the compensation peer group as an additional reference point when determining executive compensation, pay practices, pay magnitude, and pay evaluation. The compensation peer group consisted of a select group of companies that the Social Responsibility and Compensation Committee believes is representative of the industry, revenue size, and talent market in which Vistra competes. Consistent with 2024, Vistra’s compensation peer group consisted of the following companies for 2025:

  51. USE OF MARKET DATA

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

  52. USE OF MARKET DATA

    | 52 | 2026 Proxy Statement |

  53. USE OF MARKET DATA

    | TABLE OF CONTENTS | Compensation Discussion and Analysis |

  54. USE OF MARKET DATA

    In 2025, the Social Responsibility and Compensation Committee reviewed Vistra’s peer group and approved changes for 2026 to help ensure the peer group continued to represent companies of comparable scale and scope. Based on this review, UGI Corporation was removed due to its dissimilar operations, and NextEra Energy Inc. and Talen Energy Corp. were added, for 2026. The Social Responsibility and 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 and 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.

  55. ROLE OF THE COMPENSATION CONSULTANT

    ROLE OF THE COMPENSATION CONSULTANT To add rigor to the Social Responsibility and Compensation Committee process, the Compensation Consultant provides the Social Responsibility and Compensation Committee with an update on historical and forward-looking executive compensation trends for discussion. In 2025, the Compensation Consultant also provided the Social Responsibility and Compensation Committee with survey market data and peer analysis, which the Social Responsibility and Compensation Committee referenced when determining compensation for executive officers. The Social Responsibility and Compensation Committee authorized the Compensation Consultant to interact with Vistra’s management, as needed, on behalf of the Social Responsibility and Compensation Committee.

  56. ROLE OF THE COMPENSATION CONSULTANT

    | 2026 Proxy Statement | 53 |

  57. ROLE OF THE COMPENSATION CONSULTANT

    | Compensation Discussion and Analysis | TABLE OF CONTENTS |

  58. Annual Incentive Plan

    Annual Incentive Plan

  59. TARGET OPPORTUNITY

    | Name | 2025 AIP Target (%)(1) | | James A. Burke President and Chief Executive Officer | 150 | | Kristopher E. Moldovan EVP and Chief Financial Officer | 85 | | Stacey Doré Chief Strategy and Sustainability Officer & EVP Public Affairs | 85 | | Scott A. Hudson EVP and President Vistra Retail | 90 | | Stephanie Zapata Moore EVP, General Counsel, and Chief Compliance Officer | 75 |

  60. TARGET OPPORTUNITY

    (1)Described as a percentage of base salary. Reflects AIP target percentage approved by the Social Responsibility and Compensation Committee effective as of February 20, 2025. 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.

  61. SETTING OF FINANCIAL AND OPERATIONAL PERFORMANCE TARGETS FOR 2025

    SETTING OF FINANCIAL AND OPERATIONAL PERFORMANCE TARGETS FOR 2025 Consistent with its annual practice, the Social Responsibility and Compensation Committee conducted a robust process of evaluating the performance metrics for the 2025 AIP, which are set forth in a scorecard, to seek to effectively incentivize executives across all key aspects of the business. The Social Responsibility and Compensation Committee approved scorecard metrics for the 2025 AIP in December of 2024. The most heavily weighted metrics under the 2025 AIP 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 2025 guidance, which was issued in November 2024. In addition to these financial metrics, the Social Responsibility and 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 progressing the Company’s sustainability initiatives (via the Stakeholder 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 Stakeholder Index are defined and assessed qualitatively and include: GHG emissions reduction targets tracking to achieve 60% reduction by 2030 and net-zero by 2050; the Company’s Science Based Targets initiative; employee initiatives, including supplier engagement to support integration of the PJM nuclear fleet and increase the Company’s reliable and diverse supplier base, and a talent pipeline growth initiative to engage with colleges and trade schools. Performance goals for specific metrics in each of the Generation Operating Index, Retail Operating Index, and Stakeholder Index are not disclosed given the competitively sensitive nature of such information.

  62. SETTING OF FINANCIAL AND OPERATIONAL PERFORMANCE TARGETS FOR 2025

    | Named Executive Officer AIP Scorecard Metrics | Weight (%) | Target | Performance | Results Achieved (%) | Weighted Average Funding (%) | | Adjusted EBITDA(1) *($ m) | 25 | $5,710 | $5,838 | 144 | 35 | | Adjusted FCFbG(2) *($ m) | 25 | $3,112 | $3,501 | 200 | 50 | | Total Cost ($ m)(3) | 10 | $4,851 | $5,299 | — | — | | Generation Operating Index (%) | 20 | 100% | 109% | 109 | 22 | | Retail Operating Index (%) | 10 | 100% | 128% | 128 | 13 | | Vistra Stakeholder Index (%) | 10 | 100% | 100% | 100 | 10 | | Total | 100% | | | | 130% |

  63. INDIVIDUAL PERFORMANCE HIGHLIGHTS

    INDIVIDUAL PERFORMANCE HIGHLIGHTS After determining and approving the corporate performance payout percentages based on actual Company performance against the AIP scorecard, the Social Responsibility and 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 and Compensation Committee in its sole discretion, including the CEO’s recommendations (with respect to all executive officers other than himself), the Social Responsibility and 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 AIP, 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 AIP 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 an aggregate cap of 200% of such executive officer’s target bonus. Additionally, certain executives, including the Named Executive Officers, are subject to an “executive limiter” in which the AIP 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 AIP bonus paid to such executives. The Social Responsibility and Compensation Committee evaluated the Company’s performance against the Adjusted EBITDA threshold approved in the scorecard to determine whether the executive limiter was triggered. In 2025, because Adjusted EBITDA exceeded the threshold performance level based on the scorecard, no “executive limiter” was applicable.

  64. ACTUAL AWARDS

    ACTUAL AWARDS The Social Responsibility and Compensation Committee and the Board (as applicable) certified scorecard results for 2025 and approved the individual performance modifiers for all Named Executive Officers, and they were paid their approved bonuses in March 2026. Based on its review of the results of 2025 performance, the Social Responsibility and Compensation Committee made no adjustments to the 2025 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 and Chief Executive Officer: Vistra’s financial performance was strong in 2025, with notable announcements including the Lotus acquisition and the Comanche Peak PPA. In addition to a strong safety performance across the fleet, the Vistra retail business had one of the highest performing years on record. As a result of Mr. Burke’s successful achievements as CEO, the Board approved an above target AIP payment for 2025. Mr. Moldovan, EVP and Chief Financial Officer: Mr. Moldovan supported the Lotus transaction as well as the Comanche Peak PPA. His team also led multiple successful financings and continued execution of an effective capital allocation strategy. As a result of Mr. Moldovan’s strong performance as CFO, the Social Responsibility and Compensation Committee approved an above target AIP payment for 2025. Ms. Doré, Chief Strategy and Sustainability Officer & EVP Public Affairs: Ms. Doré led the strategic efforts that closed the Lotus and Comanche Peak PPA transactions. She also led significant legislative and regulatory efforts across PJM and ERCOT. For these and other reasons, the Social Responsibility and Compensation Committee approved an above target AIP payment for 2025. Mr. Hudson, EVP and President Vistra Retail: Mr. Hudson led the retail organization to one of the strongest years on record. Customer retention and growth continue to perform and the ability for the retail team to provide customer focused plans and support in multiple markets is a strategic advantage in the industry. For these and other reasons, the Social Responsibility and Compensation Committee approved an above target AIP payment for 2025. Ms. Moore, EVP, General Counsel, and Chief Compliance Officer: Ms. Moore provided legal support and strategy to address the complex Comanche Peak PPA negotiations as well as the Lotus transaction. Her efforts were further seen in the Company’s management of the Moss Landing incident. For these and other reasons, the Social Responsibility and Compensation Committee approved an above target AIP payment for 2025. The table below provides a summary of the 2025 performance-based cash bonus for each NEO under the AIP, applying the corporate performance payout percentage and each NEO’s respective individual performance modifier.

  65. ACTUAL AWARDS

    | Name | 2025 AIP Target (% of salary) | 2025 Target Award Value ($)(1) | 2025 Actual Award ($) | | James A. Burke | 150 | 2,071,233 | 2,965,508 | | Kristopher E. Moldovan | 85 | 565,845 | 810,155 | | Stacey Doré | 85 | 556,976 | 869,952 | | Scott A. Hudson | 90 | 585,402 | 838,155 | | Stephanie Zapata Moore | 75 | 453,957 | 709,044 |

  66. Long-Term Incentives

    Long-Term Incentives 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 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

  67. Long-Term Incentives

    | 2026 Proxy Statement | 57 |

  68. Long-Term Incentives

    | Compensation Discussion and Analysis | TABLE OF CONTENTS |

  69. Long-Term Incentives

    benchmarked against overall market data and proxy data from Vistra’s compensation peer group. Based on market data and consultations with the Compensation Consultant, the Social Responsibility and Compensation Committee retained the target mix of annual equity awards granted to the Named Executive Officers in 2025 as follows: 65% in PSUs and 35% in RSUs.

  70. LTI AWARDS GRANTED IN 2025

    LTI AWARDS GRANTED IN 2025

  71. LTI AWARDS GRANTED IN 2025

    | Name | Total Target Value ($)(1) | | James A. Burke | 11,000,000 | | Kristopher E. Moldovan | 5,000,000 | | Stacey Doré | 5,000,000 | | Scott A. Hudson | 2,500,000 | | Stephanie Zapata Moore | 1,750,000 |

  72. LTI AWARDS GRANTED IN 2025

    (1)Reflects annual LTI award value approved by the Social Responsibility and Compensation Committee in February 2025.

  73. PERFORMANCE STOCK UNITS

    PERFORMANCE STOCK UNITS For 2025, 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 2025 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. The 2025 PSU grants have a single performance metric of Adjusted FCFbG per share with a relative Total Stockholder Return (“TSR”) modifier, with a three-year performance period (2025-2027) for both financial and relative TSR metrics.

  74. PERFORMANCE STOCK UNITS

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

  75. PERFORMANCE STOCK UNITS

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

  76. PERFORMANCE STOCK UNITS

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

  77. PERFORMANCE STOCK UNITS

    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 and 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.

  78. PERFORMANCE STOCK UNITS

    | 58 | 2026 Proxy Statement |

  79. PERFORMANCE STOCK UNITS

    | TABLE OF CONTENTS | Compensation Discussion and Analysis |

  80. PERFORMANCE STOCK UNITS

    The 2025 PSUs will vest on March 5, 2028 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 and Compensation Committee.

  81. RESTRICTED STOCK UNITS

    RESTRICTED STOCK UNITS For 2025, the targeted equity value in the form of RSUs for the annual LTI awards for each of the NEOs was 35%. The number of RSUs awarded to each executive in 2025 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. 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.

  82. 2025 EQUITY AWARDS

    2025 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 2025.

  83. 2025 EQUITY AWARDS

    | Name | Target Value of 2025 Long‑Term Incentive Award ($)(1) | Number of Restricted Stock Units (#) | Number of Performance Stock Units (#) | | James A. Burke | 11,000,000 | 30,329 | 56,325 | | Kristopher E. Moldovan | 5,000,000 | 13,786 | 25,602 | | Stacey Doré | 5,000,000 | 13,786 | 25,602 | | Scott A. Hudson | 2,500,000 | 6,893 | 12,801 | | Stephanie Zapata Moore | 1,750,000 | 4,825 | 8,960 |

  84. 2025 EQUITY AWARDS

    (1)Reflects annual LTI awards approved by the Social Responsibility and Compensation Committee in February 2025.

  85. 2023 PSU RESULTS

    2023 PSU RESULTS In February 2026, the Social Responsibility and Compensation Committee evaluated the results of 2025 performance, the final year in the 2023-2025 measurement period for the PSUs granted in 2023. Adjusted FCFbG per share 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 were measured on a cumulative basis over the 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 TSR of 629%, putting it essentially at 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.

  86. 2023 PSU RESULTS

    | 2026 Proxy Statement | 59 |

  87. 2023 PSU RESULTS

    | Compensation Discussion and Analysis | TABLE OF CONTENTS |

  88. 2023 PSU RESULTS

    Based on this review, the Social Responsibility and Compensation Committee made no adjustments to the actual performance results and certified the performance results of the 2023 PSUs for the Named Executive Officers as set forth below.

  89. 2023 PSU RESULTS

    | 2023 PSUs Scorecard Metrics | Weight | Target | Performance(1) | Performance Payout | | Adjusted FCFbG per share ($) | 100% | $17.17 | $24.85 | 200% | | Relative TSR modifier(2) | +/-25% | >25th%ile to <75th%ile | 100th%ile | — | | | | | | 200% |

  90. 2023 PSU RESULTS

    (1)Reflects the cumulative performance for the three-year performance period of 2023-2025, with final results reviewed and certified by the Social Responsibility and Compensation Committee. (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. The following table sets forth the final number of 2023 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 2023 PSUs vested on February 24, 2026 and were settled in shares of Common Stock.

  91. 2023 PSU RESULTS

    | Name | Target Award for 2023 PSUs | Final Number of PSUs Earned | | James A. Burke | 160,000 | 320,000 | | Kristopher E. Moldovan | 68,444 | 136,888 | | Stacey Doré | 67,222 | 134,444 | | Scott A. Hudson | 58,666 | 117,332 | | Stephanie Zapata Moore | 39,722 | 79,444 |

  92. Compensation Risk Analysis

    Compensation Risk Analysis The Company’s management team annually conducts an internal risk review and assessment process relative to general compensation plan risk factors (or the potential for unintended consequences), which is reviewed by the Compensation Consultant. The assessment of our compensation policies and practices includes, among other things, a review of: •our overall compensation structure; •the overall mix of compensation vehicles, including target and maximum compensation with respect to each plan; •the structure of the incentive plans; •other company pay plans; •the mix of cash and equity payouts at various compensation levels; •the performance time horizons used by our plans; •the use of multiple financial and operational performance metrics that are readily monitored and reviewed; •the incorporation of both operational and financial goals and individual performance modifiers; •the inclusion of maximum caps and other plan-based mitigants on the amount of our awards; •the risk of earnings manipulation posed by the incentive structure; •the extent to which the Named Executive Officer pay program rewards short-term decisions at the risk of long-term performance; •governance for oversight of program design and administration; and •multiple levels of review and approval of awards (including approval of the Social Responsibility and Compensation Committee with respect to awards to executive officers and awards to other employees that exceed monetary thresholds). 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 and Compensation Committee for review. The Social Responsibility and Compensation Committee reviews the report, which is also made available to the full Board. For 2025, 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 and 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.

  93. EMPLOYMENT ARRANGEMENTS AND SEVERANCE BENEFITS

    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 appropriate incentives 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.

  94. SUMMARY COMPENSATION TABLE—2025

    SUMMARY COMPENSATION TABLE—2025 The following table provides information for the fiscal years ended December 31, 2025, 2024, and 2023 regarding the aggregate compensation paid to Vistra’s Named Executive Officers.

  95. SUMMARY COMPENSATION TABLE—2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | James A. Burke President and Chief Executive Officer | 2025 | 1,391,731 | — | 11,433,561 | 2,965,508 | 198,388 | 15,989,188 | | | 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 | | Kristopher E. Moldovan EVP and Chief Financial Officer | 2025 | 665,148 | — | 5,197,048 | 810,155 | 36,938 | 6,709,289 | | | 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 | | Stacey Doré Chief Strategy and Sustainability Officer & EVP Public Affairs | 2025 | 654,722 | — | 5,197,048 | 869,952 | 35,798 | 6,757,520 | | | 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 | | Scott A. Hudson EVP and President Vistra Retail | 2025 | 649,995 | — | 2,598,524 | 838,155 | 42,328 | 4,129,002 | | | 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 | | Stephanie Zapata Moore EVP, General Counsel, and Chief Compliance Officer | 2025 | 604,773 | — | 1,818,860 | 709,044 | 38,206 | 3,170,883 |

  96. SUMMARY COMPENSATION TABLE—2025

    (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, excluding the effect of estimated forfeitures. The grant date fair value of RSUs is based on the closing price of Vistra common stock on the applicable grant date. The fair value of 2025 PSUs is determined on the date of grant using a Monte Carlo simulation model, which included an assumed volatility of 49.61%, an expected term of 3 years, and a risk-free rate of 3.93%. Assuming maximum performance of the 2025 PSUs, the total maximum potential value of the equity awards granted to each NEO in 2025 would be as follows: Mr. Burke, $18,149,754; Mr. Moldovan, $8,249,830; Ms. Doré, $8,249,830; Mr. Hudson, $4,124,915; and Ms. Zapata Moore, $2,887,250. (2)The amounts reported as “Non-Equity Incentive Plan Compensation” were earned by the respective Named Executive Officers under the AIP.

  97. SUMMARY COMPENSATION TABLE—2025

    | 66 | 2026 Proxy Statement |

  98. SUMMARY COMPENSATION TABLE—2025

    | TABLE OF CONTENTS | Compensation Tables |

  99. SUMMARY COMPENSATION TABLE—2025

    (3)The amounts for 2025 reported as “All Other Compensation” are attributable to the Named Executive Officer’s receipt of compensation as described in the table below.

  100. SUMMARY COMPENSATION TABLE—2025

    | Name and Principal Position | Year | Matching Contribution to Thrift Plan ($)(a) | Financial Planning ($)(b) | Executive Physical ($) | Other ($)(c) | Total ($) | | James A. Burke President and Chief Executive Officer | 2025 | 20,648 | 13,540 | — | 164,200 | 198,388 | | Kristopher E. Moldovan EVP and Chief Financial Officer | 2025 | 21,000 | 11,870 | 4,068 | — | 36,938 | | Stacey Doré Chief Strategy and Sustainability Officer & EVP Public Affairs | 2025 | — | 13,540 | 4,097 | 18,161 | 35,798 | | Scott A. Hudson EVP and President Vistra Retail | 2025 | 20,927 | 13,540 | 7,861 | — | 42,328 | | Stephanie Zapata Moore EVP, General Counsel, and Chief Compliance Officer | 2025 | 20,884 | 13,540 | 3,782 | — | 38,206 |

  101. SUMMARY COMPENSATION TABLE—2025

    For purposes of preparing this table, all perquisites are valued on the basis of the actual cost to Vistra. (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. (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. (c)For Mr. Burke, reflects amount of the filing fee and associated legal expenses paid by the Company related to his filing under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (“HSR”). The value of Company stock owned by Mr. Burke exceeded the size-of-transaction threshold limits set forth in the HSR regulations. Accordingly, Mr. Burke was required to make a filing under HSR in 2025. Without this filing, Mr. Burke would not be able to participate in our long-term incentive program and therefore, the Social Responsibility and Compensation Committee determined that it was appropriate for the Company to pay for such expenses on behalf of Mr. Burke. For Ms. Doré, reflects Company-paid airfare provided for Ms. Doré’s spouse to accompany her on a business trip.

  102. SUMMARY COMPENSATION TABLE—2025

    | 2026 Proxy Statement | 67 |

  103. SUMMARY COMPENSATION TABLE—2025

    | Compensation Tables | TABLE OF CONTENTS |

  104. GRANTS OF PLAN-BASED AWARDS—2025

    GRANTS OF PLAN-BASED AWARDS—2025 The following table sets forth information regarding grants of compensatory awards to the Named Executive Officers for 2025.

  105. GRANTS OF PLAN-BASED AWARDS—2025

    | | | | 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 (#) | | | | | — | — | 1,035,616 | 2,071,233 | 4,142,466 | — | — | — | — | — | | James A. Burke | 3/5/2025 | 2/20/2025 | — | — | — | 28,163 | 56,325 | 112,650 | — | 7,583,598 | | | 3/5/2025 | 2/20/2025 | — | — | — | — | — | — | 30,329 | 3,849,963 | | | — | — | 282,923 | 565,845 | 1,131,690 | — | — | — | — | — | | Kristopher E. Moldovan | 3/5/2025 | 2/20/2025 | — | — | — | 12,801 | 25,602 | 51,204 | — | 3,447,053 | | | 3/5/2025 | 2/20/2025 | — | — | — | — | — | — | 13,786 | 1,749,995 | | | — | — | 278,488 | 556,976 | 1,113,952 | — | — | — | — | — | | Stacey Doré | 3/5/2025 | 2/20/2025 | — | — | — | 12,801 | 25,602 | 51,204 | — | 3,447,053 | | | 3/5/2025 | 2/20/2025 | — | — | — | — | — | — | 13,786 | 1,749,995 | | | — | — | 292,701 | 585,402 | 1,170,804 | — | — | — | — | — | | Scott A. Hudson | 3/5/2025 | 2/20/2025 | — | — | — | 6,401 | 12,801 | 25,602 | — | 1,723,527 | | | 3/5/2025 | 2/20/2025 | — | — | — | — | — | — | 6,893 | 874,997 | | | — | — | 226,978 | 453,957 | 907,913 | — | — | — | — | — | | Stephanie Zapata Moore | 3/5/2025 | 2/20/2025 | — | — | — | 4,480 | 8,960 | 17,920 | — | 1,206,374 | | | 3/5/2025 | 2/20/2025 | — | — | — | — | — | — | 4,825 | 612,486 |

  106. GRANTS OF PLAN-BASED AWARDS—2025

    (1)Based on annualized salary rate for each NEO at the end of 2025. Represents the threshold, target, and maximum amounts (where applicable) available to be earned under the AIP for 2025 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 and 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” beginning on page 54. (2)Represents the threshold, target and maximum PSUs granted pursuant to the 2016 Incentive Plan. As described in further detail under the section entitled “Long-Term Incentive Plan,” the 2025 PSUs require performance goals to be attained over a three-year period ending on December 31, 2027. The 2025 PSUs are payable in Common Stock based on the results of market, performance, and time-based criteria and will vest on March 5, 2028. (3)Represents RSUs granted pursuant to the 2016 Incentive Plan. (4)Represents the grant date fair value of RSUs and PSUs as computed in accordance with ASC 718, excluding the amount of estimated forfeitures. 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 45 and “Potential Payments upon Termination or Change in Control” beginning on page 71.

  107. GRANTS OF PLAN-BASED AWARDS—2025

    | 68 | 2026 Proxy Statement |

  108. GRANTS OF PLAN-BASED AWARDS—2025

    | TABLE OF CONTENTS | Compensation Tables |

  109. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—2025

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—2025 The following table sets forth information regarding outstanding equity awards held by the Named Executive Officers at fiscal year-end for 2025.

  110. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—2025

    | | | 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 | 2025 | — | — | — | — | 1,141 | 29,188(2) | 4,708,900 | 112,650(5) | 18,173,825 | | | 2024 | — | — | — | — | 14,329 | 28,660(3) | 4,623,718 | 159,676(6) | 25,760,529 | | | 2023 | — | — | — | — | 71,110 | 35,556(4) | 5,736,249 | 320,000(7) | 51,625,600 | | | 2020 | 145,687 | — | 22.98 | 2/25/2030 | — | — | — | — | — | | | 2019 | 99,364 | — | 26.56 | 2/26/2029 | — | — | — | — | — | | | 2017 | 86,633 | — | 18.90 | 10/3/2027 | — | — | — | — | — | | | 2016 | 1 | — | 14.03 | 10/11/2026 | — | — | — | — | — | | Kristopher E. Moldovan | 2025 | — | — | — | — | — | 13,786(2) | 2,224,095 | 51,204(5) | 8,260,741 | | | 2024 | — | — | — | — | 6,141 | 12,283(3) | 1,981,616 | 68,432(6) | 11,040,135 | | | 2023 | — | — | — | — | 37,333 | 18,667(4) | 3,011,547 | 136,888(7) | 22,084,141 | | | 2016 | 1 | — | 13.26 | 10/25/2026 | — | — | — | — | — | | Stacey Doré | 2025 | — | — | — | — | – | 13,786(2) | 2,224,095 | 51,204(5) | 8,260,741 | | | 2024 | — | — | — | — | 6,039 | 12,078(3) | 1,948,544 | 67,292(6) | 10,856,218 | | | 2023 | — | — | — | — | 36,666 | 18,334(4) | 2,957,824 | 134,444(7) | 21,689,851 | | Scott A. Hudson | 2025 | — | — | — | — | — | 6,893(2) | 1,112,048 | 25,602(5) | 4,130,371 | | | 2024 | — | — | — | — | 4,913 | 9,826(3) | 1,585,229 | 54,746(6) | 8,832,172 | | | 2023 | — | — | — | — | 32,000 | 16,000(4) | 2,581,280 | 117,332(7) | 18,929,172 | | | 2020 | 81,585 | — | 22.98 | 2/25/2030 | — | — | — | — | — | | | 2019 | 53,656 | — | 26.56 | 2/26/2029 | — | — | — | — | — | | Stephanie Zapata Moore | 2025 | — | — | — | — | — | 4,825(2) | 778,417 | 17,920(5) | 2,891,034 | | | 2024 | — | — | — | — | 3,377 | 6,756(3) | 1,089,945 | 37,638(6) | 6,072,139 | | | 2023 | — | — | — | — | 21,666 | 10,834(4) | 1,747,849 | 79,444(7) | 12,816,701 | | | 2016 | 1 | — | 14.03 | 10/11/2026 | — | — | — | — | — |

  111. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—2025

    (1)The amount listed in this column represents the product of the closing market price of the Common Stock on December 31, 2025 of $161.33 multiplied by the number of shares of stock subject to the award as reflected in the previous column. (2)Includes awards granted on March 5, 2025 and vesting ratably on the first three anniversaries of March 5, 2025. (3)Includes awards granted on March 5, 2024 and vesting ratably on the first three anniversaries of March 5, 2024. (4)Includes awards granted on February 24, 2023 and vesting ratably on the first three anniversaries of February 24, 2023. (5)The 2025 PSUs require performance goals to be attained over a three-year period ending on December 31, 2027. The 2025 PSUs are payable in Common Stock based on the results of market, performance, and time-based criteria and vest on March 5, 2028. In the table above, the number and market value of the units that vest assume maximum performance. (6)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 assume maximum performance.

  112. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—2025

    | 2026 Proxy Statement | 69 |

  113. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—2025

    | Compensation Tables | TABLE OF CONTENTS |

  114. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—2025

    (7)The 2023 PSUs required performance goals to be attained over a three-year period ended December 31, 2025. The 2023 PSUs were paid in Common Stock based on the results of market, performance, and time-based criteria and vested on February 24, 2026. In the table above, the number and market value of the units that vest assume maximum performance. In February 2026, the Social Responsibility and Compensation Committee certified the performance payout of the 2023 PSUs. See “2023 PSU Results” on page 59 for further details.

  115. OPTION EXERCISES AND STOCK VESTED—2025

    OPTION EXERCISES AND STOCK VESTED—2025 The following table sets forth information regarding the exercise of options and the vesting of stock awards by each Named Executive Officer during 2025.

  116. OPTION EXERCISES AND STOCK VESTED—2025

    | | 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 | 988,052 | 182,202,480 | 353,626 | 771,859 | 50,923,812 | 51,695,671 | | Kristopher E. Moldovan | 139,925 | 19,397,543 | 55,322 | 112,078 | 8,642,103 | 8,754,181 | | Stacey Doré | — | — | 37,851 | 70,292 | 5,950,597 | 6,020,889 | | Scott A. Hudson | 112,000 | 16,044,162 | 133,037 | 302,511 | 18,914,295 | 19,216,806 | | Stephanie Zapata Moore | — | — | 87,090 | 197,525 | 12,379,308 | 12,576,833 |

  117. OPTION EXERCISES AND STOCK VESTED—2025

    (1)The number of shares acquired on vesting or exercise are pre-tax and do not account for shares sold or withheld to pay taxes or the exercise price of any options. (2)The amounts shown include (i) value realized on vesting based on the closing stock price of Common Stock on the date of vesting or on the date of exercise and less the applicable exercise price for stock options, and (ii) for stock awards the amount of the quarterly regular dividends that accrued with respect to such awards prior to vesting.

  118. OPTION EXERCISES AND STOCK VESTED—2025

    | 70 | 2026 Proxy Statement |

  119. OPTION EXERCISES AND STOCK VESTED—2025

    | TABLE OF CONTENTS | Compensation Tables |

  120. 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 certain 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 and qualifying termination took place on December 31, 2025. 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 the 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.

  121. 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 and Compensation Committee. Directors who also are current employees of Vistra receive no additional compensation for service as directors. The Social Responsibility and 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 and Compensation Committee’s review of the compensation of our Board and the Committees. As part of this process, the Social Responsibility and 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.

  122. 2025 Director Compensation Table

    2025 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, 2025. 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.

  123. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Other Compensation ($)(2) | Total ($) | | Hilary E. Ackermann | 140,000 | 179,939 | — | 319,939 | | Arcilia C. Acosta | 120,000 | 179,939 | 2,485 | 302,424 | | Gavin R. Baiera | 120,000 | 179,939 | 1,735 | 301,674 | | Paul M. Barbas | 130,000 | 179,939 | 750 | 310,689 | | Lisa Crutchfield | 130,000 | 179,939 | — | 309,939 | | Scott B. Helm | 205,000 | 284,994 | 3,497 | 493,491 | | Julie A. Lagacy | 140,000 | 179,939 | 750 | 320,689 | | John W. (Bill) Pitesa | 145,000 | 179,939 | 750 | 325,689 | | John R. (J. R.) Sult | 135,000 | 179,939 | 750 | 315,689 | | Robert C. Walters | 92,609 | 179,939 | — | 272,548 |

  124. 2025 Director Compensation Table

    (1)Reflects the grant date fair value of RSUs awarded in 2025 determined in accordance with ASC 718, excluding the effect of estimated forfeitures. These awards vest on May 15, 2026. Pursuant to the Deferred Compensation Plan, Messrs. Pitesa and Walters and Mses. Ackermann, Crutchfield, and Lagacy, elected to defer settlement of 100% of their respective 2025 equity awards, with such RSUs, to the extent they become vested, being settled upon such Director’s separation from 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, 2025, each of the directors, other than Mr. Helm, held 1,163 unvested RSUs, and Mr. Helm held 1,842 unvested RSUs. (2)Reflects cash payments with respect to accrued dividends distributed to such director upon the vesting and delivery of equity awards. Additionally, includes $750 contributed to charities on behalf of Messrs. Barbas, Helm, Pitesa, Sult and Messes. Acosta and Lagacy, in connection with the Company’s Political Action Committee Charitable Matching Program.

  125. 2025 Director Compensation Table

    | 76 | 2026 Proxy Statement |

  126. 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 2025, the total compensation of Mr. Burke, our CEO, was $15,989,188 as reported in the “Total” column of the Summary Compensation Table. The total compensation of our median employee was $137,164. The ratio of CEO pay to median worker pay for Vistra was 117:1. We calculated the ratio of the pay of our CEO to that of our median employee selected from the median range in a manner consistent with Item 402(u) of Regulation S-K. For purposes of determining the median employee, we identified 2025 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, 2025.

  127. CEO PAY RATIO

    | 2026 Proxy Statement | 79 |

  128. CEO PAY RATIO

    | Other Information | TABLE OF CONTENTS |

  129. CEO PAY RATIO

    We included and analyzed the total compensation of all employees as of December 31, 2025, 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.

  130. 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 below 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 and Compensation Committee did not consider the information provided in the table below in structuring or determining compensation for our NEOs. For a discussion of how the Social Responsibility and 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 2025 and in our proxy statements covering fiscal years 2021, 2022, 2023, and 2024.

  131. 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) | | | | 2025 | 15,989,188 | N/A | | 40,719,971 | N/A | 4,454,708 | 11,495,893 | 912.44 | 159.06 | 944 | 5,838 | | 2024 | 12,236,044 | N/A | 104,409,420 | | N/A | 5,036,357 | 41,319,866 | 775.51 | 137.07 | 2,659 | 5,539 | | 2023 | 10,453,377 | N/A | | 30,741,208 | N/A | 4,721,253 | 11,784,665 | 214.51 | 111.05 | 1,493 | 4,101 | | 2022 | 8,559,824 | 11,852,513 | | 14,390,474 | 22,523,112 | 3,372,114 | 5,415,367 | 125.64 | 119.51 | (1,227) | 2,994 | | 2021 | N/A | 10,075,626 | | N/A | 4,395,128 | 3,425,261 | 1,512,908 | 119.57 | 117.67 | (1,274) | 1,908 |

  132. PAY VERSUS PERFORMANCE

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

  133. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023-2024 | 2025 | | Curtis A. Morgan (PEO) | Curtis A. Morgan (PEO through July 31, 2022) | James A. Burke (PEO) | James A. Burke (PEO) | | James A. Burke | James A. Burke (PEO effective August 1, 2022) | Kristopher E. Moldovan | Kristopher E. Moldovan | | Stephen J. Muscato | Kristopher E. Moldovan | Stephen J. Muscato | Stacey Doré | | Scott A. Hudson | Stephen J. Muscato | Scott A. Hudson | Scott A. Hudson | | Stephanie Zapata Moore | Scott A. Hudson | Stacey Doré | Stephanie Zapata Moore | | | Stephanie Zapata Moore | | |

  134. 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. (3)Amounts reported in this column reflect the total compensation reported in the Summary Compensation Table for the PEO in the indicated fiscal year, as adjusted for 2025 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 the PEO during the indicated year.

  135. PAY VERSUS PERFORMANCE

    | 80 | 2026 Proxy Statement |

  136. PAY VERSUS PERFORMANCE

    | TABLE OF CONTENTS | Other Information |

  137. PAY VERSUS PERFORMANCE

    (4)Amounts reflect the average total compensation for the Company’s NEOs, other than the PEO, for the indicated fiscal year, as adjusted for 2025 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. (5)Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price 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, 2025. 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.” (7)As noted in the Compensation Discussion and Analysis, the Social Responsibility and Compensation Committee selected Adjusted EBITDA as one of the key metrics for evaluating and rewarding management’s performance in the 2025 annual incentive compensation program (i.e., AIP). Adjusted EBITDA is defined above under the heading “Setting of Financial and Operational Performance Targets for 2025.” 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 2025 AIP 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 2025.

  138. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS FOR 2025

    RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS FOR 2025

  139. Compensation Actually Paid Adjustments

    Compensation Actually Paid Adjustments

  140. 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) | Equals Compensation Actually Paid ($) | | PEO—James A. Burke | | | | | | | | | 2025 | 15,989,188 | 11,433,561 | 20,553,637 | 13,278,895 | 200,091 | 2,131,721 | 40,719,971 | | Average Other NEOs(g) | | | | | | | | | 2025 | 4,454,708 | 3,074,867 | 5,567,480 | 4,007,551 | 10,639 | 530,382 | 11,495,893 |

  141. Compensation Actually Paid Adjustments

    (a)Represents Total Compensation as reported in the Summary Compensation Table for 2025. With respect to the Average Other NEOs, amounts shown represent averages. (b)Represents the grant date fair value of the stock awards granted during 2025, computed in accordance with the methodology used for financial reporting purposes. (c)Represents the fair value as December 31, 2025 of the outstanding and unvested stock awards granted during 2025, 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 December 31, 2025. (d)Represents the change in fair value during 2025 of the outstanding and unvested stock awards held by the applicable NEO as of December 31, 2025, 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 December 31, 2025. (e)Represents the fair value at vesting of the stock awards that were granted and vested during 2025, computed in accordance with the methodology used for financial reporting purposes. (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 2025, computed in accordance with the methodology used for financial reporting purposes. (g)See footnote 1 above for the NEOs included in the average.

  142. Compensation Actually Paid Adjustments

    | 2026 Proxy Statement | 81 |

  143. Compensation Actually Paid Adjustments

    | Other Information | TABLE OF CONTENTS |

  144. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID, COMPANY TSR AND PEER GROUP TSR

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID, COMPANY TSR AND PEER GROUP TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years, as well as the relationship between the Company’s cumulative TSR and the Peer Group’s TSR over such period.

  145. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID, COMPANY TSR AND PEER GROUP TSR

    | 82 | 2026 Proxy Statement |

  146. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID, COMPANY TSR AND PEER GROUP TSR

    | TABLE OF CONTENTS | Other Information |

  147. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the five most recently completed fiscal years.

  148. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME

    | 2026 Proxy Statement | 83 |

  149. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME

    | Other Information | TABLE OF CONTENTS |

  150. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND ADJUSTED EBITDA

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND ADJUSTED EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.