James Burke
VistraAbout James Burke
James A. Burke is President & Chief Executive Officer of Vistra and a member of the Board, serving as CEO since August 1, 2022 and as a director since 2022; he is 56 years old and serves on no board committees . He holds a B.A. in economics and an MBA in finance and general management from Tulane University, is a licensed CPA and a CFA charterholder, and completed MIT’s Nuclear Reactor Technology course . Under his leadership, Vistra delivered exceptional stock performance in 2024 with relative TSR of 291% (100th percentile vs S&P 500) and 627% over three years; 2024 results included net income of $2.812 billion and cash flow from operations of $4.563 billion, with ongoing operations Adjusted EBITDA of $5.66 billion (including nuclear PTC) . The company exceeded key EAIP financial metrics (Adjusted EBITDA and Adjusted FCFbG) and operational indices in 2024, supporting above-target incentive payouts for Mr. Burke .
Past Roles
| Organization | Role | Years/dates disclosed | Strategic impact / notes |
|---|---|---|---|
| Vistra Corp. | President & Chief Executive Officer | Since Aug 1, 2022 | Led Energy Harbor acquisition/integration with synergies above target; exceeded Adjusted EBITDA/FCFbG and operational metrics in 2024 . |
| Vistra Corp. | President & Chief Financial Officer | Since Dec 2020 | Senior leadership with finance responsibility prior to becoming CEO . |
| Vistra Corp. | Executive Vice President & Chief Operating Officer | Since Oct 2016 | Oversight across generation, nuclear, retail, renewables; climate risk management experience . |
| Energy Future Holdings (Predecessor) | Executive Vice President | Since Feb 2013 | Senior executive of predecessor company prior to Vistra COO role . |
| TXU Energy (Vistra subsidiary) | President & Chief Executive | Since Aug 2005 | Led TXU Energy; prior SVP Consumer Markets . |
| Earlier career | Deloitte Consulting; The Coca-Cola Company; Reliant Energy; Gexa Energy | Not dated | Various roles prior to TXU Energy leadership . |
External Roles
| Organization | Role | Years/dates disclosed | Notes |
|---|---|---|---|
| Nuclear Energy Institute | Board member | Current | Industry body engagement . |
| Institute of Nuclear Power Operations | Board member | Current | Nuclear safety/operations oversight body . |
| United Way Foundation of Metropolitan Dallas | Board member | Current | Community/non-profit engagement . |
| Ursuline Academy of Dallas | Board member | Current | Education/non-profit engagement . |
| Dallas Citizens Council | Board member | Current | Civic leadership organization . |
| Tulane University Energy Institute | Advisory board member | Current | Academic/industry advisory role . |
| Marucci Sports (private) | Chairman of the Board | Sold in 2020 | Company successfully sold to private equity in 2020 . |
Fixed Compensation
| Year | Base Salary ($) | Target Annual Bonus (% of Salary) | Target Bonus ($) | Actual Bonus Paid ($) | Key Perquisites (2024) |
|---|---|---|---|---|---|
| 2024 | 1,350,000 | 140% | 1,857,602 | 3,159,039 | 401(k) match $20,700; financial planning $13,540; total perqs $34,240 |
Performance Compensation
2024 EAIP Scorecard Results
| Metric | Weight | Target | Performance | Payout for Metric | Weighted Funding |
|---|---|---|---|---|---|
| Adjusted EBITDA ($ mm) | 25% | 4,705 | 4,994 | 200% | 50% |
| Total Cost ($ mm) | 10% | 4,354 | 4,541 | 60% | 6% |
| Adjusted FCFbG ($ mm) | 25% | 2,250 | 2,747 | 200% | 50% |
| Generation Operating Index (%) | 20% | 100% | 125% | 125% | 21% |
| Retail Operating Index (%) | 10% | 100% | 180% | 180% | 18% |
| ESG Index (%) | 10% | 100% | 100% | 100% | 10% |
| Total | 100% | — | — | — | 154.6% |
Notes:
- EAIP targets were set off the Board-approved 2024 plan; nuclear PTC excluded from EAIP Adjusted EBITDA metric; total award capped at 200% of target including individual modifier .
- Mr. Burke’s 2024 EAIP payout reflected above-target corporate results and Board-approved individual modifier .
2024 Long-Term Incentive Awards (granted March 5, 2024)
| Instrument | Grant date | Shares/units | Grant-date fair value ($) | Vesting / Performance |
|---|---|---|---|---|
| PSUs (target) | 3/5/2024 | 79,838 | 5,254,937 | 3-year performance period ending 12/31/2026; vests 3/5/2027; market, performance, and time-based criteria; number shown at target . |
| RSUs (time-based) | 3/5/2024 | 42,989 | 2,449,943 | Vests ratably on the first three anniversaries of 3/5/2024 . |
Selected prior cycle:
- 2022 PSUs: 3-year period ended 12/31/2024; certified at 200% payout; vested 2/24/2025 .
Option/stock vesting realized (2024):
| Metric | Count/Value |
|---|---|
| Shares acquired on vesting (stock awards) | 216,351 |
| Dividend value realized on vesting ($) | 395,098 |
| Value realized on vesting ($) | 10,641,070 |
| Total value realized on vesting ($) | 11,036,168 |
| Options exercised (shares / value) | — / — (none) |
Equity Ownership & Alignment
Beneficial Ownership (as of March 3, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| James A. Burke | 2,172,721 | <1% (based on 340,157,073 shares outstanding) |
Breakdown (Mr. Burke):
- 334,632 shares directly; 259 shares in spouse’s irrevocable trust; 469,764 shares in an LP jointly owned with spouse; 34,000 shares in an irrevocable trust; 14,329 unvested RSUs that vested 3/5/2025; 1,319,737 vested stock options .
Outstanding Equity Awards (year-end 2024)
| Award type | Unvested/Unearned units | Market value ($) |
|---|---|---|
| RSUs (2024 grant) | 42,989 | 5,926,893 |
| RSUs (2023 grant) | 71,111 | 9,804,074 |
| RSUs (2022 grant) | 37,703 | 5,198,113 |
| PSUs (2024 target) | 79,838 | 11,007,265 |
| PSUs (2023 target) | 160,000 | 22,059,200 |
| PSUs (2022 target; paid 2/24/2025) | 132,449 | 18,260,744 |
Ownership guidelines and alignment:
- CEO stock ownership guideline: 6x base salary; Mr. Burke’s actual ownership stood at 106x base salary (calculated per policy using 60-day avg price $161.17 as of 3/5/2025; includes unvested RSUs, excludes PSUs/options) .
- Hedging and pledging: Company policy prohibits any hedging or pledging of Vistra securities by directors and officers .
Vesting calendar indicators (potential overhang/flow):
- RSUs granted 3/5/2024 vest on 3/5/2025, 3/5/2026, 3/5/2027 .
- PSUs granted 3/5/2024 measured through 12/31/2026; vest 3/5/2027 at 0–200% of target .
- 2023 PSU tranche vests 2/24/2026; 2022 PSU tranche vested 2/24/2025 (certified) .
Employment Terms
Severance and change-in-control economics (as of 12/31/2024; closing price $137.87 used for equity values):
| Scenario | Cash Severance ($) | EAIP/Bonus ($) | Unvested RSUs ($) | PSU value ($) | Dividends ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Without Cause / Good Reason | 6,480,000 (2x base+target per footnote) | — | 12,075,620 | 54,894,871 | 1,031,673 | 60,030 | 77,464,134 |
| CIC + Qualifying Termination (double-trigger) | 9,687,600 | 1,890,000 | 20,929,080 | 69,587,952 | 1,193,566 | 60,030 | 103,348,228 |
| Death or Disability | — | 2,921,940 | 12,075,620 | 54,894,871 | 1,031,673 | — | 70,924,104 |
Key terms and governance protections:
- Change-in-control benefits are “double trigger” (require CIC and qualifying termination) .
- Clawback policy applies to performance-based incentive compensation following restatements affecting performance targets .
- Insider trading policy prohibits hedging, short sales, and pledging by directors and officers .
- “Executive limiter”: EAIP capped at 50% of target if Adjusted EBITDA threshold not met; not triggered in 2024 .
Role tenure/employment:
- CEO since Aug 1, 2022; prior President & CFO since Dec 2020; EVP & COO since Oct 2016 .
Board Service at Vistra (Governance context)
- Director since 2022; no board committee assignments .
- Board independence: 10 of 11 director nominees are independent; the company separates Chair and CEO roles; committees include Audit, Social Responsibility & Compensation, Nominating & Governance, Sustainability & Risk, and Generation & Safety Oversight .
- Independence designation: The proxy lists independent directors by name; Mr. Burke is not listed among them, indicating he is not independent as CEO .
Compensation Structure Analysis
- Mix and pay philosophy: Strong pay-at-risk design; 2024 LTI mix increased PSUs to 65% of annual LTI for NEOs based on shareholder feedback; 2024 say-on-pay support exceeded 98% .
- Annual incentive rigor: Multi-metric EAIP with significant weighting on Adjusted EBITDA and Adjusted FCFbG (both over-achieved), plus Total Cost, business unit operating indices, and ESG Index; total 2024 EAIP corporate funding at 154.6% .
- Equity performance linkage: 2022 PSUs paid at 200% on three-year performance through 2024; time-based RSUs vest over three years, supporting retention .
- Best practices and red flags: No option repricing; no excise tax gross-ups; hedging and pledging prohibited; independent comp consultant; annual risk assessment of plans .
Risk Indicators & Red Flags
- Related-party transactions: None since January 1, 2024 .
- Hedging/pledging: Prohibited for executives and directors (reduces misalignment/credit risk) .
- Option repricing: Prohibited .
- Say-on-pay: Very strong support (98%+ in 2024) .
- Legal/other: Not disclosed in proxy with respect to Mr. Burke; no specific proceedings cited here.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval exceeded 98%; the committee increased PSU weighting to 65% of LTI in 2024 after shareholder outreach .
Equity Ownership & Director Guidelines (Directors)
- Directors and executives subject to minimum stock ownership requirements; prohibitions on margin/pledging/hedging apply to directors as well .
Investment Implications
- Alignment and incentives: Very high ownership (106x salary vs 6x guideline) plus majority PSU LTI mix and multi-metric EAIP indicate strong pay-for-performance alignment; clawback and no-hedge/pledge policies further align incentives .
- Vesting/selling pressure: Material unvested RSUs across 2022–2024 grants and large vested option position (1,319,737 options) provide potential future liquidity events; 2024 vestings realized ~$11.0 million, but no option exercises in 2024 .
- Retention and CIC posture: Without-cause and double-trigger CIC protections are sizable (up to ~$103.3 million including equity acceleration under CIC), supporting retention through strategic cycles/M&A but creating potential deal costs for acquirers .
- Performance track record: Exceptional 2024 and three-year TSR, strong 2024 EBITDA/FCFbG and operational outperformance, and successful Energy Harbor integration reduce execution risk in the near term and support confidence in incentive attainment .