VSTNYSESEC EDGAREDGAR

Vistra Corp.

Electric Services·IRVING, TX·FY end 12/31·CIK 1692819

Board of Directors

11 members · 10 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Scott B. HelmChair8y61$493,491
Hilary E. AckermannDirector7y70RiskGeneration and Safety Oversight$319,939
Arcilia C. AcostaDirector5y60AuditNCG$302,424
Gavin R. BaieraDirector9y50CompRisk$301,674
Paul M. BarbasDirector7y69AuditNCGGeneration and Safety Oversight$310,689
James A. BurkeCEO and Director3y57
Lisa CrutchfieldDirector5y62Comp$309,939
Julie A. LagacyDirector2y59NCGRisk$320,689
John W. (Bill) PitesaDirector1y68Generation and Safety OversightComp$325,689
John R. (J. R.) SultDirector7y66Audit$315,689
Robert C. WaltersDirector1y67NCGRisk$272,548

Risk-factor diff

FY 2025 10-K vs. FY 2024
+49 new39 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

If electricity demand does not grow at the rate expected, or if we are unable to execute on large load offtake opportunities, including under long-term power purchase or offtake agreements that we have entered into, our financial performance, growth opportunities, and stock price could be adversely impacted.

NEW · FY 2025

We may not be able to consummate the Cogentrix Transactions on the anticipated terms, on the anticipated timeline, or at all, which could adversely affect our business, financial condition, results of operation and stock price.

NEW · FY 2025

Following completion of the Cogentrix Transactions, we may not realize the anticipated synergies and other expected benefits of the Cogentrix Transactions on the anticipated timeline or at all.

NEW · FY 2025

Evolving expectations from stakeholders, including investors, on sustainability issues, including climate risk, and erosion of stakeholder trust or confidence could influence actions or decisions about our company and our industry and could adversely affect our business, operations, financial results, or stock price.

NEW · FY 2025

Extreme weather events can also materially impact power prices or otherwise exacerbate conditions or circumstances that result in volatility of power prices. For example, severe winter storms across the U.S. such as Winter Storm Uri in February 2021 and Winter Storm Fern in January 2026, and extreme cold temperatures in the central U.S., including Texas, resulted in widespread wholesale power market volatility, substantial increases in the costs to procure sufficient fuel supply, and increased collateral posting requirements.

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.