Arcilia Acosta
VistraAbout Arcilia Acosta
Arcilia C. Acosta, age 59, has served as an independent director of Vistra since 2020; she is CEO of CARCON Industries (since 2000) and Founder/CEO of Southwestern Testing Laboratories (since 2003). She holds a bachelor’s in political science from Texas Tech University and completed the Harvard Business School Corporate Governance Program, bringing executive management, operations, construction/engineering management, finance/accounting, strategy/transactions, and risk management expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Future Holdings Corporation | Director | ~10 years (prior) | Oversight experience relevant to executive compensation, governance, audit |
| LegacyTexas Financial Group, N.A. | Director | 2015–2019 | Bank board experience; governance and audit oversight |
| ONE Gas, Incorporated | Director | Jul 2018–Feb 2020 | Utility board experience; risk and operational oversight |
| Vistra (historical committee service) | Director | 2020–present | 2021: Social Responsibility & Compensation; Nominating • 2022: Social Responsibility & Compensation; Nominating • 2023: Audit; Nominating & Governance • 2024: Audit; Nominating & Governance • 2025: Audit; Nominating & Governance |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Magnolia Oil and Gas Corporation | Director | 2017–present | Public company board; energy sector exposure |
| Veritex Holdings, Inc. | Director | 2021–present | Public company board; financial services exposure |
| Texas Tech University System | Regent | Appointed Apr 2021 | Six-year term; state governance role |
| Texas Higher Education Coordinating Board | Appointee | Appointed Mar 2016 | State policy/oversight experience |
| 2023 Texas Inaugural Committee | Co-Chair | Appointed Nov 2022 | Civic leadership |
| Communities Foundation of Texas | Board | Current | Civic board |
| Texas Institute for Women in Leadership | Chairman | Current | Civic leadership |
| Dallas Citizens Council | Chairman | Dec 2023–Dec 2024 | Civic leadership |
Board Governance
- Independence: Independent director; current committee memberships Audit and Nominating & Governance .
- Audit Committee Financial Expert: Designated as an “audit committee financial expert” by the Board .
- Attendance: In 2024 the Board met 7 times; each current director attended >75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee activity (2024 meeting count): Audit (4), Social Responsibility & Compensation (5), Nominating & Governance (3), Sustainability & Risk (4), Nuclear Oversight (4; renamed Generation and Safety Oversight in Mar 2025) .
- Governance standards: Independent Audit, Social Responsibility & Compensation, Nominating & Governance, Sustainability & Risk, and Generation & Safety Oversight committees; regular executive sessions; limitations of no more than two other public company boards per director; hedging/pledging of Vistra stock prohibited; stock ownership guidelines in place .
Committee Assignments by Year
| Year | Committees |
|---|---|
| 2021 | Social Responsibility & Compensation; Nominating |
| 2022 | Social Responsibility & Compensation; Nominating |
| 2023 | Audit; Nominating & Governance |
| 2024 | Audit; Nominating & Governance |
| 2025 | Audit; Nominating & Governance |
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 120,000 | Base retainer $100,000 plus $10,000 per committee; Acosta serves on two committees (Audit; Nominating & Governance) |
- Director compensation framework approved May 2024: All other committee members receive $100,000 annual retainer + $10,000 per committee; RSU equity award $180,000; no health/retirement/pension benefits .
Performance Compensation
| Year | RSU Award ($) | Unvested RSUs (as of 12/31/24) | Vesting/Settlement Triggers |
|---|---|---|---|
| 2024 | 180,000 (grant-date fair value per ASC 718) | 1,967 | Vests one year after grant; vests and settles upon death, disability, or change in control; directors may elect to defer settlement of vested RSUs under the Deferred Compensation Plan |
No performance-based metrics are attached to non-employee director equity; awards are time-based RSUs with one-year vesting .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Magnolia Oil & Gas Corporation | Energy | Director | None disclosed with Vistra; directors limited to no more than two other public boards (policy) |
| Veritex Holdings, Inc. | Financials | Director | None disclosed with Vistra; within board policy limit |
- Related-party transactions: Since Jan 1, 2024, no related person transactions; charitable contributions in 2024 did not include organizations with an independent director as an executive officer .
- Hedging/pledging: Prohibited for directors by insider trading policy .
Expertise & Qualifications
- Corporate Governance/Public Board Experience; Energy Industry Expertise; Finance/Accounting; Strategy/Transactional; Risk Management .
- Education: B.A. Texas Tech University; Harvard Business School Corporate Governance Program .
Equity Ownership
| Holder | Common Shares | Percent of Class | Ownership Nature | Notes |
|---|---|---|---|---|
| Arcilia C. Acosta | 43,209 | * (<1%) | Direct ownership | Directors must own ≥6x annual cash board retainer within six years; as of 12/31/24, each non-employee director has met or is on track for compliance |
- Unvested RSUs held at 12/31/24: 1,967 (standard among directors other than Helm and Walters) .
- Pledging/Hedging: Prohibited .
Governance Assessment
- Strengths: Independent director with audit committee financial expert designation; sustained committee engagement (Audit; Nominating & Governance); strong attendance; equity-based compensation aligns with shareholders; ownership guidelines with affirmative compliance trajectory; no related-party transactions disclosed; prohibitions on hedging/pledging reduce alignment risk .
- Pay structure signals: 2024 update increased annual director equity grant to align near market median (last change in 2022), indicating proactive compensation governance; Acosta’s 2024 mix was $120,000 cash plus $180,000 RSUs, with $5,801 dividends, total $305,801 .
- Workload/interlock considerations: Vistra limits directors to no more than two other public boards; Acosta serves on two (Magnolia Oil & Gas; Veritex Holdings), consistent with policy though at the maximum—monitor for time-commitment pressures if committee loads increase .
- RED FLAGS: None disclosed—no related-party transactions; attendance thresholds met; no pledging/hedging; director equity is time-based with standard vest/change-in-control terms .