Gavin Baiera
VistraAbout Gavin R. Baiera
Independent director since 2016; age 49. Senior Managing Director, Partner and Portfolio Manager at Centerbridge Partners (since July 2018), and Trustee/CEO of Overland Advantage BDC (since Dec 2023). Prior roles include Managing Director and global head of corporate credit at Angelo Gordon, co-head of Strategic Finance at Morgan Stanley, and underwriting/investing roles at GE Capital; B.A. (Fairfield University), MBA (USC) . Currently serves on Vistra’s Social Responsibility & Compensation and Sustainability & Risk Committees; determined independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centerbridge Partners, L.P. | Senior Managing Director, Partner, Portfolio Manager | Jul 2018–present | Multi-strategy leadership; corporate finance and strategic planning experience |
| Overland Advantage (BDC) | Trustee and CEO | Dec 2023–present | Direct lending oversight |
| Angelo, Gordon & Co. | Managing Director; Global Head Corporate Credit; Distressed Funds PM; Exec Committee member | 2008–2018 | Led credit/distressed strategies; governance experience |
| Morgan Stanley | Co-Head, Strategic Finance Group | Pre-2008 | Origination/underwriting/distribution of restructuring transactions |
| GE Capital | Underwriting/investing in restructuring transactions | Pre-2008 | Restructuring finance |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Centerbridge Partners | Senior MD/Partner/PM | No | Private investment firm |
| Overland Advantage (BDC) | Trustee and CEO | Yes (BDC) | Focused on direct lending |
| MACH Gen | Director (prior) | Private/Former | Prior directorship |
| Orbitz Worldwide | Director (prior) | Yes (historical) | Prior public board |
| Travelport Worldwide | Director (prior) | Yes (historical) | Prior public board |
| Current other public boards | — | — | None listed for Baiera in nominee summary |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (NYSE standards) |
| Committees | Social Responsibility & Compensation (member); Sustainability & Risk (member) |
| Committee Chairs | None (member roles only) |
| 2024 Meetings | Board: 7; SR&C: 5; Sustainability & Risk: 4 |
| Attendance | Each current director attended >75% of Board and committee meetings; all 10 directors attended 2024 annual meeting |
| Executive Sessions | Regular executive sessions of independent directors |
| Outside Boards Policy | Directors limited to ≤2 other public company boards; CEO limited to ≤1 |
| Hedging/Pledging Ban | Prohibited for directors/officers; policy in place |
| Related Party Transactions | None since Jan 1, 2024; audit committee approval required by policy |
Committee charters and scope (where Baiera serves)
- Social Responsibility & Compensation: Oversees executive pay philosophy, NEO compensation, succession, culture and human capital; recommends director compensation; uses independent consultant (Mercer) .
- Sustainability & Risk: Oversees ERM, market/commercial risks, cybersecurity, climate-related risks, sustainability reporting .
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual cash retainer + committee fees (actual paid) | $120,000 |
| Equity grant (RSUs; grant-date fair value) | $180,000 |
| Other compensation (primarily dividend payments on delivered equity) | $5,801 |
| Total 2024 director compensation | $305,801 |
Director compensation structure (approved May 2024):
- “All other Committee members”: $100,000 cash retainer + $10,000 per committee; RSU $180,000; illustrative total $290,000 for two committees (Baiera serves on two) .
- RSUs vest one year after grant; settlement may be deferred under the Director Equity Deferred Compensation Plan (Baiera not among directors listed as deferring 2024 equity) .
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Options | Not used for directors | No director options; RSUs only |
| PSUs | Not used for directors | Director equity is time-based RSUs |
| Performance metrics | None for director pay | Director compensation not tied to operating/TSR metrics |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None for Baiera (per nominee summary) |
| Prior public company boards | Orbitz Worldwide; Travelport Worldwide (historical) |
| Private company/BDC boards | MACH Gen (historical); Overland Advantage (current BDC CEO/Trustee) |
| Interlocks/Conflicts | Compensation Committee Interlocks: none; SR&C members were not officers; no executive cross-board interlocks disclosed |
Expertise & Qualifications
- Skills highlighted: Corporate governance/public board experience; Energy industry expertise; Finance/Accounting; Strategy/Transactional; Risk management .
- Education: BA Economics & Finance (Fairfield University); MBA (USC) .
- Relevance: Brings restructuring and corporate credit acumen to compensation and risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Gavin R. Baiera | 47,243 | <1% | Direct ownership; as of Mar 3, 2025 |
Additional alignment factors:
- Director stock ownership guideline: ≥6x annual cash board retainer; directors have met or are on track within six-year compliance window .
- Hedging/pledging of Vistra stock prohibited for directors .
- RSUs vest on change-in-control; directors may elect to defer settlement under the Deferred Compensation Plan .
Compensation Committee Analysis
| Aspect | Detail |
|---|---|
| Committee composition | Lisa Crutchfield (Chair), Gavin R. Baiera, John W. (Bill) Pitesa; all satisfy heightened independence standards |
| Consultant | Mercer engaged; fees $580,000 (exec comp services); affiliates provided other services ($2.8 million) unrelated to exec comp; committee assessed and concluded consultant independence; no conflict of interest |
| Pay philosophy | Emphasis on pay-for-performance for executives; clawback policy; double-trigger CIC; no excise tax gross-ups; no hedging/pledging |
Insider Trades
- Section 16(a) filing compliance: All directors and officers complied for 2024; one late initial Form 3 for Robert C. Walters due to EDGAR code delay (not Baiera) . No specific Form 4 trade details for Baiera disclosed in the proxy.
Governance Assessment
- Board effectiveness: Baiera strengthens oversight on two critical committees (compensation and risk), contributing finance/restructuring expertise; independence affirmed; attendance expectations met; regular executive sessions bolster independence .
- Ownership alignment: Holds 47,243 shares; directors subject to 6x retainer ownership guidelines; hedging/pledging prohibited, supporting alignment .
- Compensation practices: Director pay a mix of fixed retainer and time-based RSUs; RSU increase in 2024 positioned near market median; absence of performance-conditioned director equity reduces risk of pay conflicts with oversight duties .
- Potential conflicts (monitoring): Private equity/BDC roles warrant vigilance for any related-party dealings; Vistra’s related-party policy, independence determinations, and 2024 disclosure of no related transactions mitigate conflict risk .
- Shareholder signals: Strong say-on-pay support (>98% in 2024) indicates investor confidence in compensation oversight, where Baiera is a committee member .
RED FLAGS: None disclosed regarding Baiera—no related-party transactions, no hedging/pledging, no attendance issues, no current public company interlocks. Monitor for any future transactions involving Centerbridge/Overland Advantage portfolio companies under the related-party policy .