8-KLeadership ChangesRegulation FDExhibits & Filings

Vistra Corp. 8-K Report, Executive Changes (Feb 1, 2023)

Filed February 1, 2023For Securities:VST

Summary

Vistra Corp. (VST) announced a significant addition to its Board of Directors, electing Julie Lagacy as an independent director, expanding the board from 10 to 11 members. Ms. Lagacy's appointment is effective immediately, and she will also serve on the Board's Social Responsibility and Compensation Committee, and Sustainability and Risk Committee. Ms. Lagacy brings extensive executive experience, most recently as Chief Sustainability and Strategy Officer at Caterpillar Inc. Her background spans financial, strategic, technology, cybersecurity, ESG, and capital allocation, making her a valuable asset to Vistra's governance. Her compensation for board service includes an annual cash retainer, committee fees, and restricted stock units, aligning her interests with shareholders. This appointment enhances the board's expertise, particularly in critical areas like ESG and cybersecurity, which are increasingly important for investor consideration.

Key Highlights

  • 1Vistra Corp. has appointed Julie Lagacy as a new independent director to its Board of Directors, increasing the board size to 11 members.
  • 2Ms. Lagacy brings significant executive experience, including her recent role as Chief Sustainability and Strategy Officer at Caterpillar Inc.
  • 3Her expertise covers key areas such as finance, strategy, technology, cybersecurity, ESG, and capital allocation.
  • 4Ms. Lagacy will serve on the Social Responsibility and Compensation Committee and the Sustainability and Risk Committee.
  • 5Her compensation package includes a cash retainer, committee fees, and restricted stock units, with a grant date fair value of $160,000 for the RSUs.
  • 6The company has confirmed there are no related-person transactions between Ms. Lagacy and Vistra Corp.
  • 7The appointment is intended to strengthen the board's oversight and strategic guidance in critical areas.

Frequently Asked Questions

Julie Lagacy is a newly appointed independent director to Vistra Corp.'s Board. She has a strong executive background, most recently serving as Chief Sustainability and Strategy Officer at Caterpillar Inc. Her experience includes extensive work in finance, strategy, technology, cybersecurity, ESG, and capital allocation, gained over a career starting in 1988.

Ms. Lagacy has been appointed to serve as a member of Vistra Corp.'s Social Responsibility and Compensation Committee and its Sustainability and Risk Committee.

Ms. Lagacy will receive compensation in line with Vistra Corp.'s standard director compensation practices. This includes an annual cash retainer of $100,000, an additional $10,000 for each committee she serves on, and an annual grant of restricted stock units (RSUs) with a grant date fair value of $160,000.

The filing explicitly states that there are no related-person transactions between Ms. Lagacy and Vistra Corp. The Board has also determined that Ms. Lagacy meets the criteria for an independent director under the New York Stock Exchange listing standards.