Vistra Corp

In this section, Vistra provides highlights of our performance in 2023, reflecting factors considered by the Social Responsibility & Compensation Committee in assessing variable pay outcomes for the Named Executive Officers.

2023 Performance Highlights

Through the continued focus on and execution against our strategic priorities, we delivered strong performance throughout 2023 and positioned Vistra for future success. Vistra’s Executive Annual Incentive Plan, or EAIP, places the greatest weighting on a combination of (i) Adjusted EBITDA, (ii) Adjusted Free Cash Flow before Growth (“FCFbG”) and (iii) other metrics, including total cost. Together, these metrics are designed to drive the organization’s focus on achieving

business results while exercising discipline in cost decisions. As seen below, Vistra’s above-target performance on Adjusted EBITDA and Adjusted Free Cash Flow before Growth contributed to strong incentive plan payouts.

Vistra continued to execute against its strategic priorities including its capital allocation program while delivering strong results in 2023. The Company reported 2023 Net Income of $1.492 billion and Cash Flow from Operations of $5.453 billion. Vistra navigated another volatile year in both commodities markets and weather to achieve Ongoing Operations Adjusted EBITDA $440 million above the original guidance midpoint and Adjusted Free Cash Flow before Growth $441 million higher than the original guidance midpoint. See also “2023 Business Highlights” beginning on page 2 of this Proxy Statement for additional highlights of Vistra’s strategy execution and sustainability initiatives. In addition, Vistra’s strong financial performance translated into significant stockholder value, delivering a relative total stockholder return in the 95th percentile as compared to stock performance of the S&P 500 index constituents.

Say-on-Pay Vote and Stockholder Engagement

In May 2023, Vistra’s stockholders were asked to approve, on an advisory basis, the compensation paid to Vistra’s 2022 NEOs. A substantial majority (over 83%) of the votes cast on the“say-on-pay” proposal at that meeting were voted in favor of the proposal. The“say-on-pay” advisory vote serves as a tool to guide the Board and the Social Responsibility & Compensation Committee in ensuring alignment of Vistra’s executive compensation programs with stockholder interests. The Social Responsibility & Compensation Committee believes that these results reaffirm Vistra’s stockholders’ support of Vistra’s approach to executive compensation.

The Social Responsibility & Compensation Committee will continue to use the“say-on-pay” vote as a guidepost for stockholder sentiment and believes it is critical to maintain regular stockholder engagement, communication and transparency. Reflecting this commitment, members of our sustainability, investor relations and management teams regularly engage with stockholders and other stakeholders to discuss our sustainability strategy and initiatives, human capital management, company culture, corporate governance, and executive compensation practices in order to solicit feedback on these and a variety of other topics of interest. In advance of the 2024 Annual Meeting, our management team contacted our largest stockholders, along with other stockholders with known ESG specialties, to offer meetings to discuss our strategy, corporate governance, ESG initiatives, and other matters of interest to the investors. Please refer to page 38 of this Proxy Statement for more information regarding our stockholder and stakeholder engagement efforts.

Emphasis on “At Risk” / Performance-Based Pay

Base salary and other fixed elements of compensation are essential to any compensation program and relevant to the recruitment and retention of top talent. However, we believe that “at risk” compensation for our most senior executives should represent a significant portion of their pay mix. Our 2023 executive compensation program reflects this philosophy. For 2023, 88% of our CEO’s total compensation and, on average, 86% of our other Named Executive Officers’ total compensation (i.e., base salary, short-term incentives and long-term incentives) was “at risk” compensation directly contingent on performance. Actual short-term incentives (i.e., EAIP) and long-term incentive awards are subject to the achievement ofpre-established performance targets and/or are designed to link directly to enhanced stockholder value.

To enhance the performance-based element of our Named Executive Officers’ total compensation, the Board increased the weighting of PSUs for the NEOs’ total 2023 long-term incentive (“LTI”) grants. Our CEO received 60% (increased from 50% in 2022) of his target LTI grant in PSUs, and our other Named Executive Officers received 55% (increased from 50% in 2022) of their respective target LTI grants in PSUs.To further emphasize the performance-based element of total compensation, the Social Responsibility & Compensation Committee approved an LTI mix of 65% for PSUs and 35% for RSUs beginning in 2024 for all of the Named Executive Officers, including our CEO.

The following charts illustrate the 2023 pay mix for our CEO and the average pay mix for the other Named Executive Officers. Additional detail regarding the 2023 compensation of our Named Executive Officers is provided in the Summary Compensation Table and throughout this CD&A.

2023 Named Executive Officer Compensation Overview *