Bill Pitesa
VistraAbout John W. (Bill) Pitesa
Independent director at Vistra Corp. since March 2024; age 67. Former Chief Nuclear Officer at the Nuclear Energy Institute and previously Chief Nuclear Officer at Duke Energy after joining Duke in 1980; served on nuclear plant review teams for INPO, IAEA, and WANO. Holds a B.S. in electrical engineering from Auburn University, is a registered professional engineer in North Carolina, and completed Harvard’s Advanced Management Program . The Board cites 38 years of nuclear operations experience and integration of Duke–Progress nuclear fleets as core credentials; he was appointed to chair Vistra’s Generation and Safety Oversight Committee given expanded nuclear operations post Energy Harbor acquisition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuclear Energy Institute (NEI) | Chief Nuclear Officer | Through 2018 | Led industry nuclear operations oversight; retired in 2018 |
| Duke Energy | Chief Nuclear Officer; various management roles | Joined in 1980 | Integrated Progress Energy and Duke nuclear organizations into a single high-performing fleet |
| INPO, IAEA, WANO | Nuclear plant review team member (loaned staff) | Not disclosed | Supported international nuclear safety reviews and best practices |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Harbor | Director; Chair, Nuclear Committee | 2020–Mar 2024 | Nuclear oversight; board service concluded upon Vistra’s acquisition of Energy Harbor |
Board Governance
- Independence: The Board determined Pitesa is independent and meets heightened independence standards for compensation committee members .
- Committee assignments:
- Generation and Safety Oversight Committee – Chair
- Social Responsibility & Compensation Committee – Member
- Attendance: In 2024, the Board held 7 meetings and each current director attended >75% of Board and applicable committee meetings; all ten directors at the time attended the 2024 annual meeting .
- Leadership structure: Separate independent Chairman and CEO; regular executive sessions of independent directors .
- Appointment context: N&G Committee used a third-party search to recruit nuclear expertise ahead of Energy Harbor acquisition; recommended appointing Pitesa and formalized nuclear oversight as a standing committee (renamed Generation and Safety Oversight in March 2025) .
| Committee | Role | Independent | Meetings in 2024 | Key oversight responsibilities |
|---|---|---|---|---|
| Generation and Safety Oversight | Chair | Yes | 4 | Oversight of non‑nuclear and nuclear generation operations; safety culture; significant events; environmental compliance; interactions with external nuclear regulators/oversight groups; periodic physical reviews of facilities |
| Social Responsibility & Compensation | Member | Yes (heightened independence) | 5 | CEO goals and pay; exec compensation; succession; human capital, culture, inclusion, workforce development; outside director pay; comp risk oversight |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $81,772 | Partial-year from appointment on Mar 7, 2024 |
| RSU awards (grant-date fair value) | $180,000 | RSUs vest May 15, 2025; 1,967 unvested RSUs held as of Dec 31, 2024 |
| Other compensation | — | — |
| Total | $261,772 | Sum of above |
Compensation structure (approved May 2024): For a full-year committee chair of Generation and Safety Oversight, annual cash retainer totals $135,000 ($100,000 base + $25,000 chair + $10,000 per committee), plus $180,000 in RSUs, implying $315,000 total annual compensation; all other committee members receive $110,000 cash + $180,000 RSUs ($290,000 total) .
Performance Compensation
| Equity Award Detail | Metric | Value/Date | Notes |
|---|---|---|---|
| 2024 Director RSUs | Fair value (ASC 718) | $180,000 | Granted in 2024; vests May 15, 2025 |
| 2024 Director RSUs | Units | 1,967 | Unvested as of Dec 31, 2024 |
| 2024 Director RSUs | Settlement election | 100% deferred | Settlement deferred until separation from Board; dividends accrue and paid upon delivery |
Other Directorships & Interlocks
| Company | Public? | Role | Overlap/Interlock | Notes |
|---|---|---|---|---|
| Energy Harbor | Private at time; acquired by Vistra | Director; Nuclear Committee Chair | Strategic alignment with Vistra’s nuclear expansion via acquisition | Service ended Mar 2024 with acquisition close |
| Current other public boards | — | — | — | None disclosed for Pitesa |
No related person transactions since Jan 1, 2024; charitable contributions did not include organizations where an independent director served as an executive officer .
Expertise & Qualifications
- Energy industry operations and nuclear field leadership; integration of large nuclear organizations (Duke–Progress) .
- Human capital management in highly technical organizations .
- Professional engineering credential and executive education (Harvard AMP) .
- Selected by N&G Committee specifically to strengthen nuclear and generation oversight post-acquisition .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 0 shares; less than 1% of class | As of record date Mar 3, 2025 |
| Unvested RSUs | 1,967 units | As of Dec 31, 2024; vests May 15, 2025 |
| Stock ownership guidelines | 6x annual cash board retainer | Six years to comply; non-employee directors have met or are on track |
| Hedging/pledging | Prohibited | Applies to directors, officers, employees and related persons |
Insider Filings and Trades
| Item | Status | Notes |
|---|---|---|
| Section 16 compliance (2024) | In compliance | Company reports all directors/officers complied in 2024; one late Form 3 for a different director (Walters) due to EDGAR code delay |
| Open-market transactions | Not disclosed | No open-market activity noted in proxy |
| Equity grant disclosure | RSUs | 1,967 RSUs for 2024, fair value $180,000; deferral election |
Governance Assessment
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Strengths
- Purpose-built nuclear and generation oversight: Chairing the expanded Generation and Safety Oversight Committee with explicit remit across nuclear and non‑nuclear fleets, safety culture, and environmental compliance—a critical risk area for Vistra post Energy Harbor acquisition .
- Independence and committee composition: Meets heightened independence standards for compensation; comp committee includes three independent directors and uses an independent consultant deemed conflict-free by the committee .
- Engagement/attendance: Board held 7 meetings; all current directors exceeded the 75% attendance threshold; strong practice of executive sessions and stakeholder engagement .
-
Pay and alignment
- Director pay mix emphasizes equity via annual RSUs with one-year vesting and optional deferral—aligns with long-term shareholder value; no options, no perquisite-heavy structure .
- Stock ownership guideline of 6x cash retainer with six-year compliance timeline supports alignment; hedging and pledging are prohibited .
-
Potential red flags and watch items
- Early tenure ownership optics: Beneficial ownership is 0 shares as of Mar 3, 2025; while RSUs are outstanding and deferred, investors may watch for guideline progress toward the 6x retainer threshold over the compliance window .
- Dual critical committee workload: Chairing Generation & Safety Oversight while serving on Compensation increases workload in two high-risk areas; Board’s annual evaluations and education tracking mitigate effectiveness risk .
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Broader signals
- Say‑on‑pay support at >98% suggests investor confidence in compensation oversight, relevant to Pitesa’s role on the Compensation Committee .
- No related‑party transactions and explicit policies on conflicts and insider trading reduce governance risk .
Overall, Pitesa’s deep nuclear operations expertise and independence strengthen oversight of Vistra’s expanded nuclear portfolio and safety/environmental risks; equity‑heavy director pay and ownership guidelines bolster alignment, though early‑tenure beneficial ownership is a watchpoint for investors monitoring long‑term skin‑in‑the‑game .