Julie Lagacy
VistraAbout Julie A. Lagacy
Julie A. Lagacy (age 58) has served as an independent director of Vistra Corp. since 2023. She is the Chair of the Nominating & Governance Committee and a member of the Sustainability & Risk Committee, and serves as the Board’s lead director on cybersecurity interface with the CIO. She holds dual bachelor’s degrees in Management and Economics (Illinois State University), an MBA (Bradley University), is a Certified Management Accountant, and completed Carnegie Mellon’s Cybersecurity Oversight certificate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Chief Sustainability & Strategy Officer | Nov 2021–Jan 2023 | Led sustainability strategy and enterprise strategy |
| Caterpillar Inc. | VP, Enterprise Strategy | 2020–Oct 2021 | Enterprise strategy leadership |
| Caterpillar Inc. | VP, Global Information Services & CIO | 2014–2020 | Technology and cybersecurity leadership |
| Caterpillar Inc. | VP, Financial Services Division | 2013–2014 | Financial services leadership |
| Caterpillar Inc. | CFO, Global Mining | 2012–2013 | Segment CFO oversight |
| Caterpillar Inc. | Sr. Business Resource Mgr (Global Mining) | 2006–2012 | Global mining operations support |
| Caterpillar Inc. | HR Manager | 2004–2006 | Human capital management |
| Caterpillar Inc. | Product & Commercial Manager | 1999–2004 | Product/commercial management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nutrien Ltd. | Director | Current | Public company board |
| RPM International Inc. | Director | 2017–2023 | Public company board (prior) |
| Illinois Cancer Care Charitable Foundation | Director | Current | Non-profit board |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Sustainability & Risk; Independent director .
- Cybersecurity oversight: Lead director coordinating Board/CIO cybersecurity reporting; S&R Committee has formal oversight of information security risks .
- Independence: Board determined Lagacy is independent under NYSE standards .
- Attendance and engagement: Board met 7 times in 2024; all current directors attended >75% of Board and relevant committee meetings and all directors attended the 2024 annual meeting .
- Committee meeting cadence (2024): Nominating & Governance (3), Sustainability & Risk (4) .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $128,352 | Board/committee retainers |
| RSU awards (grant-date fair value) | $180,000 | 2024 annual director equity grant |
| Other compensation | $5,801 | Paid dividends on prior RSUs delivered |
| Total | $314,153 | Sum of components |
Director compensation structure (approved May 2024):
- Standard annual board retainer: $100,000; committee chair (Nominating & Governance) retainer: $20,000; committee membership fee: $10,000 per committee; equity award RSUs: $180,000; Chairman’s package differs and Audit/Generation chairs receive $25,000 chair retainer .
Performance Compensation
| Performance-Based Element | Status | Metric Details |
|---|---|---|
| Director performance equity | Not applicable | Non-employee directors receive time-based RSUs; no performance metrics in director equity |
Other Directorships & Interlocks
| Company | Sector Relationship to Vistra | Potential Interlock/Conflict Noted |
|---|---|---|
| Nutrien Ltd. | Agriculture inputs; no disclosed direct commercial tie to Vistra | None disclosed; Vistra reports no related person transactions since Jan 1, 2024 |
| RPM International Inc. (prior) | Specialty coatings | None disclosed; no related person transactions |
| Illinois Cancer Care Charitable Foundation | Non-profit | Company reports no contributions to orgs where independent directors served as executive officers in 2024 |
- Overboarding guardrails: Vistra limits directors to no more than two other public company boards; Lagacy currently serves on one other public board, within the limit .
Expertise & Qualifications
- Finance and accounting, strategy/transactions, sustainability/climate, technology/cybersecurity (including CMU-SEI Cybersecurity Oversight certification) .
- Governance leadership: Chairs Nominating & Governance; contributes to enterprise risk oversight via Sustainability & Risk Committee .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 16,988 shares (16,923 direct; 65 via trust) |
| Ownership as % of outstanding | Less than 1% (proxy denotes “*”) |
| 2024 unvested RSUs held at year-end | 1,967 units (2024 grant vests in one year; deferral election applicable) |
| Deferred equity election | Elected to defer settlement of 100% of 2024 director RSUs until separation from Board |
| Director stock ownership guideline | 6x annual cash board retainer; 6-year compliance window; all non-employee directors have met or are on track |
| Hedging/pledging | Prohibited for directors |
Insider Filings
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company reports compliance by officers/directors; only late Form 3 noted was for Robert C. Walters (not Lagacy) due to EDGAR code delay |
Governance Assessment
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Strengths
- Independent director with deep finance, sustainability, and cybersecurity oversight credentials; chairs Nominating & Governance and serves on Sustainability & Risk; designated lead director for cyber reporting interface, indicating strong board effectiveness in risk oversight .
- Solid attendance and engagement; all directors >75% attendance and present at annual meeting; regular executive sessions and robust board evaluation processes (including third-party facilitated interviews) support board quality .
- Pay-for-performance culture and shareholder support: While director pay is fixed/time-based, Vistra’s executive program received >98% say-on-pay approval in 2024, signaling broad investor confidence in compensation governance; directors have meaningful stock ownership guidelines and deferral options to enhance alignment .
- No related-party transactions and prohibitions on hedging/pledging mitigate conflict and alignment risks .
-
Potential risks/RED FLAGS
- None identified specific to Lagacy: no related-party transactions disclosed; within outside board service limits; hedging/pledging prohibited; attendance thresholds met .
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Implications for investors
- Lagacy’s combination of governance leadership, sustainability strategy background, and cybersecurity oversight supports Vistra’s risk management and ESG reporting posture, reducing governance and operational risk exposure at the board level .