Hilary Ackermann
VistraAbout Hilary E. Ackermann
Independent director of Vistra Corp. since 2018; age 69. Former Chief Risk Officer of Goldman Sachs Bank USA (2008–2011) with a 26-year career at Goldman Sachs in the Credit Department. Education: B.A. in Russian, Georgetown University. Core credentials span risk management, regulatory/compliance, energy sector coverage, climate/sustainability oversight, and cybersecurity/technology, reflected in her chair role on Vistra’s Sustainability & Risk Committee and membership on the Generation and Safety Oversight Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Bank USA | Chief Risk Officer | 2008–2011 | Enterprise risk leadership across credit/commodities risk |
| Goldman, Sachs & Co. | Managing Director, Credit Department; prior VP/Associate | 1985–2008 | Credit assessment across power generation, utilities, natural resources; commodities trading risk coverage |
| Swiss Bank Corporation (UBS) | Assistant Department Head, Credit Department | Pre-1985 | Credit leadership |
External Roles
| Organization | Type | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| Hartford Series Fund, Inc.; Hartford HLS Series Fund II, Inc.; The Hartford Mutual Funds, Inc.; The Hartford Mutual Funds II, Inc. | Private funds | Director; Chair of Risk & Compliance Committee; Audit committee member | Current (dates not specified) | Oversees risk/compliance; audit participation |
| Credit Suisse Holdings (USA), Inc. | Private | Director; Audit committee; Chair of Risk Committee | 2017–2022 | Risk oversight in U.S. intermediate holding company |
| Apollo Investment Corporation | Public | Director | 2015–2017 | Board service at BDC; no current public boards listed for Ackermann |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Ackermann is independent under NYSE/SEC rules |
| Vistra Committee Assignments | Chair: Sustainability & Risk; Member: Generation and Safety Oversight |
| Committee Mandates (where she serves) | Sustainability & Risk: ERM oversight, market/commercial risks, cybersecurity oversight, climate/transition risk assessment, sustainability reporting. Generation & Safety Oversight: oversight of nuclear and non-nuclear generation, safety culture and incident review, environmental compliance, facility reviews |
| Meeting Attendance | In 2024, each current director attended >75% of Board and their committee meetings; all ten directors attended the 2024 annual meeting |
| Executive Sessions | Regular executive sessions of independent directors; Chairman presides |
| Outside Board Limits | Directors limited to no more than two other public company boards; CEO limited to one |
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 147,500 | Reflects annual cash retainer plus applicable committee roles |
Director compensation framework (for context):
- Chairs of “other Committees” (e.g., Sustainability & Risk): $100,000 base retainer + $20,000 chair retainer + $10,000 per committee; annual RSU grant $180,000; non-chair committee members receive $10,000 per committee; Chairman of the Board has separate schedule .
Performance Compensation
| Grant Year | Instrument | Grant-Date Fair Value ($) | Vesting | Unvested RSUs Held at 12/31/2024 |
|---|---|---|---|---|
| 2024 | RSUs | 180,000 | RSUs vest one year after grant; the 2024 director awards vest on May 15, 2025; Ackermann elected to defer 100% of 2024 equity award settlement until separation from Board; dividends accrue and are paid upon delivery of deferred shares | 1,967 |
Additional director equity plan terms:
- Annual non-employee director RSU awards limited to $750,000 under the 2016 Incentive Plan; RSUs vest after one year and may accelerate on death, disability, or change in control; directors may elect settlement deferral under the Deferred Compensation Plan .
Other Directorships & Interlocks
| Category | Current | Prior |
|---|---|---|
| Public company boards | None indicated in Vistra proxy summary for Ackermann | Apollo Investment Corporation (2015–2017) |
| Private/registered funds boards | Multiple Hartford mutual fund entities (current) | Credit Suisse Holdings (USA), Inc. (2017–2022) |
| Potential interlocks/conflicts at Vistra | No related person transactions since January 1, 2024; charitable contributions policy notes none to organizations where an independent director served as an executive officer in 2024 |
Expertise & Qualifications
- Energy industry coverage; risk management; regulatory/compliance/policy; climate change and sustainability strategy/policy; cybersecurity/technology and innovation .
- Qualifications emphasized by Vistra include contributions to ERM, environmental risk management, and external sustainability reporting as Sustainability & Risk Chair .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 64,454 |
| % of Outstanding Shares | ≈0.019% based on 340,157,073 shares outstanding as of March 3, 2025 |
| Unvested RSUs (12/31/2024) | 1,967 |
| Hedging/Pledging | Prohibited for directors (no hedging, pledging, margin accounts, or short sales) |
| Director Stock Ownership Guidelines | Minimum of 6x annual cash board retainer; each non-employee director either met or is on track within the six-year compliance window |
Insider Trading Filings
| Item | Status |
|---|---|
| Section 16(a) compliance | Company believes all directors/officers complied in 2024; exception was a late initial Form 3 for Robert C. Walters (not Ackermann) |
Governance Assessment
- Strengths: Independent status; chairs Sustainability & Risk (signaling deep engagement on ERM, cybersecurity, and climate transition risks); sits on Generation and Safety Oversight (nuclear and safety oversight); strong attendance; alignment via RSUs and deferral election; compliance with robust director ownership guidelines; prohibitions on hedging/pledging reinforce alignment; no related-party transactions disclosed for 2024 .
- Potential conflicts/red flags: Former senior risk role at Goldman Sachs and current risk leadership in financial fund boards could pose theoretical conflicts if Vistra engaged in transactions implicating those institutions, but no related-party transactions were reported since 1/1/2024; current public company board interlocks are not indicated .
- Compensation structure: Director pay composed of fixed cash retainer plus time-based RSUs; no performance-linked director metrics, which is standard for U.S. boards; ownership guidelines and deferral elections enhance long-term alignment .
- Investor signaling: Strong governance practices (limits on outside board service; regular executive sessions; committee oversight of cybersecurity and generation safety) and high say-on-pay support (>98%) bolster investor confidence in oversight quality even though say-on-pay pertains to executives .
Overall, Ackermann’s chair role on Sustainability & Risk and participation on Generation and Safety Oversight place her at the center of Vistra’s risk, cybersecurity, climate transition, and operational safety oversight—key topics for utilities/integrated power—supported by high attendance and independent status; no conflicts or related-party exposures were disclosed in 2024 .