JR Sult
VistraAbout John R. (J. R.) Sult
Independent director at Vistra Corp. since 2018; age 65. Former EVP and CFO at Marathon Oil and El Paso Corporation, with earlier roles as VP & Controller at Halliburton Energy Services and audit partner at Arthur Andersen; B.S. from Washington & Lee University and licensed CPA in Texas. Serves as Audit Committee Chair and is designated an “audit committee financial expert,” reflecting deep finance, accounting, capital markets, and internal controls expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Oil Corporation | EVP & Chief Financial Officer | 2013–2016 | Led finance, reporting, IT oversight at a Fortune 500 energy firm |
| El Paso Corporation | EVP & Chief Financial Officer; other senior finance roles | 2005–2012 | Capital allocation, corporate finance, strategic planning |
| Halliburton Energy Services | Vice President & Controller | Not disclosed | Corporate accounting and controls |
| Arthur Andersen LLP | Audit Partner | Not disclosed | Audit leadership; credentials underpin “audit committee financial expert” designation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sitio Royalties Corp. (NYSE: STR) | Director; Chair of Nominating & Corporate Governance | Dec 2022–present | Governance oversight at public E&P minerals company |
| Brigham Minerals, Inc. | Director (pre-merger into Sitio) | 2018–2022 | Board service prior to STR combination |
| Jagged Peak Energy, Inc. | Director | 2017–2020 | Oversight at public E&P company |
| El Paso Pipeline Partners, L.P. (GP) | Director (general partner) | Not disclosed | Midstream governance role |
| Boys and Girls Country of Houston, Inc. | Board Member (non-profit) | Not disclosed | Community engagement |
Board Governance
- Independence: Board determined Sult is independent; he is also an Audit Committee financial expert and satisfies heightened independence and financial literacy standards for audit committee members under NYSE/SEC rules .
- Committee roles: Audit Committee Chair; committee met 4 times in 2024. Audit members: Sult (Chair), Acosta, Barbas .
- Attendance: In 2024 there were seven Board meetings; each current director attended >75% of Board and committee meetings; all ten directors attended the 2024 annual meeting .
- Engagement: Committee Chairs regularly engage with management; Audit Chair interfaces with CFO, Controller, and VP of Internal Audit; regular executive sessions of independent directors are held .
- Board service limits: Directors limited to no more than two other public company boards; Sult currently serves on one other (Sitio), within policy .
- Cybersecurity and risk oversight: Committee structure spans enterprise risk (Sustainability & Risk), safety and generation (Generation & Safety Oversight), audit/controls (Audit) .
Fixed Compensation (Non-Employee Director; 2024 Actual)
| Item | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $135,000 |
| RSU Awards (grant-date fair value) | $180,000; vests May 15, 2025 |
| Other Compensation | $0 |
| Total | $315,000 |
Structure: Audit Chair annual cash retainer $100,000 plus committee chair retainer $25,000 and $10,000 per committee membership; annual director equity RSUs $180,000 (time-based vesting; no options) .
Performance Compensation
- Non-employee directors do not receive performance-based pay; equity is granted as time-based RSUs (vest one year; accelerate on death, disability, or change in control; optional deferral under Director Equity Deferred Compensation Plan) .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Sitio Royalties Corp. | Public | Director; Chair Nominating & Governance | No disclosed related-party transactions with Vistra |
| Jagged Peak Energy, Inc. | Public | Director (2017–2020) | Historical; no current interlock |
| El Paso Pipeline Partners, L.P. (GP) | Public (GP) | Director | Historical; no current interlock |
Expertise & Qualifications
- Core skills: Corporate governance/public board, energy industry expertise, finance/accounting, strategy/transactions .
- Credential: Audit Committee Financial Expert (Item 401(h)); licensed CPA (Texas) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 97,816 (all owned directly) |
| Ownership as % of shares outstanding | ~0.029% (97,816 / 340,157,073) |
| Unvested RSUs held (as of 12/31/2024) | 1,967 (2024 award; vests 5/15/2025; Sult elected deferral for settlement) |
| Shares pledged as collateral | Prohibited by policy (no pledging/hedging) |
| Director ownership guideline | 6x cash board retainer; each non-employee director met or is on track within the 6-year compliance period |
Insider Filings Compliance
| Year | Section 16 Compliance (Director Filings) |
|---|---|
| 2024 | Company believes all directors/officers complied; exception was a late initial Form 3 for Robert C. Walters due to EDGAR code delay (no exception noted for Sult) |
Governance Assessment
- Strengths: Independent audit chair with CFO-level experience; designated financial expert; strong engagement with finance and internal audit; robust governance policies (majority voting with resignation policy; prohibition on pledging/hedging; director stock ownership guidelines) support alignment and investor confidence .
- Attendance: Board met seven times; directors >75% attendance; Audit Committee met four times—supports committee effectiveness and oversight cadence .
- Compensation alignment: Mix is standard (cash retainer + time-based RSUs); optional deferral indicates long-term alignment; no meeting fees or options; equity limits per director ($750k cap) mitigate pay inflation .
- Conflicts/related party: Company reports no related person transactions since Jan 1, 2024; no charitable contributions to orgs with independent director executives; hedging/pledging prohibited—no red flags identified for Sult .
- Board service limits: Sult’s single current public directorship (Sitio) is within Vistra’s limit—reduces overboarding risk .
RED FLAGS: None identified—no related-party transactions, no pledging/hedging, and compliant attendance. Continued monitoring advised for any future interlocks or changes in audit chair independence given Sitio commitments .