Vistra Corp.
For the period ended Apr 29, 2026. Filed Mar 18, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2026 · Filed Mar 18, 2026
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Contents
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.
| 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 1James A. Burke($) · PEO 2Curtis A. Morgan($) · PEO 1James A. Burke($) · PEO 2Curtis A. Morgan($) · VistraTotal Shareholder Return($) · Peer GroupTotal Shareholder Return($)(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 | |
(1)The Principal Executive Officer(s) (“PEO”) and other NEOs for the indicated years were as follows:
| 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 | |||
|---|---|---|---|
(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.
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(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 $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.
(6)The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the S&P 500 Utilities (Sector) Index (S&P Utilities), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. Such peer index was selected in accordance with SEC rules and is not necessarily indicative of the Company’s peer group due to, among other factors, the Company’s exposure to commodities. For a discussion of the Company’s selected peer group used in connection with its executive compensation program, see “Compensation Discussion and Analysis—Corporate Governance Practices—Compensation Determination Process.”
(7)As noted in the Compensation Discussion and Analysis, the Social Responsibility and Compensation Committee selected Adjusted EBITDA as one of the key metrics for evaluating and rewarding management’s performance in the 2025 annual incentive compensation program (i.e., AIP). Adjusted EBITDA is defined above under the heading “Setting of Financial and Operational Performance Targets for 2025.” Given the importance of Adjusted EBITDA as discussed further in the Compensation Discussion and Analysis (i.e., if Adjusted EBITDA did not meet the Adjusted EBITDA threshold performance level, the NEOs’ awards under the 2025 AIP would have been subject to a certain “executive limiter”), the Company has determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025.
RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS FOR 2025
Compensation Actually Paid Adjustments
| Year | Summary Compensation Table Total($)(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 |
(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.
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Relationship Between Pay and Performance
As described in greater detail in “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy that utilizes a number of short-term and long-term performance measures, not all of which are presented in the table above or graphs below. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with Compensation Actually Paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following graphs to illustrate the relationships between information presented in the Pay versus Performance table.
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.
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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.
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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.
Tabular List of Most Important Financial Performance Measures
The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link Compensation Actually Paid to the NEOs for 2025. Please see the Compensation Discussion and Analysis for a further description of the metrics used in the Company’s executive compensation program.
Adjusted EBITDA
Adjusted FCFbG per share
Total Cost ($s)
Safety Index (% achieved across a number of safety measures, included as part of our Generation Operating Index)
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