Lisa Crutchfield
VistraAbout Lisa Crutchfield
Independent director since 2020; age 61; Chair of the Social Responsibility & Compensation Committee. Managing Principal of Hudson Strategic Advisers, LLC (since 2012). Education: B.A. in economics and political science from Yale, MBA with distinction in finance from Harvard Business School; NACD Leadership Fellow; advisory board member of Protect Our Power . The Board has determined she is independent and satisfies heightened independence standards for compensation committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grid plc / National Grid USA | EVP & Chief Regulatory, Risk & Compliance Officer; Executive Director (board of National Grid USA) | 2008–2012 | Led regulatory, risk, compliance for global energy provider |
| PECO (Exelon) | SVP Regulatory & External Affairs | 2003–2008 | Oversight of regulatory strategy and stakeholder engagement |
| TIAA-CREF | Vice President & General Manager | Not disclosed | Financial services leadership role |
| Duke Energy | VP Energy Policy & Strategy | 1997–2000 | Energy policy and strategy development |
| Pennsylvania Public Utility Commission | Vice Chairman | 1993–1997 | Recognized expert in liberalizing electric and gas markets |
| Early career | Commercial & investment banker | Not disclosed | Finance and capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fulton Financial Corporation | Director | 2014–present | Current public company directorship |
| Unitil Corporation | Director | 2012–2022 | Prior public company board service |
| Fortis, Inc. | Director | 2022–2024 | Prior public company board service |
| Protect Our Power | Advisory Board Member | Not disclosed | Grid resiliency and cybersecurity advocacy |
| NACD | Leadership Fellow | Not disclosed | Ongoing board governance education |
Board Governance
- Committee memberships: Chair, Social Responsibility & Compensation Committee; independent director .
- Committee responsibilities: The SR&C Committee oversees CEO and executive compensation, succession planning, human capital strategy, inclusion and workforce development, and corporate citizenship; produces the compensation committee report; and recommends outside director compensation .
- Meetings and attendance: Board held 7 meetings in 2024; SR&C held 5 meetings. Each current director attended more than 75% of board and committee meetings, and all directors attended the 2024 annual meeting of stockholders .
| 2024 Meetings | Count |
|---|---|
| Board meetings | 7 |
| Social Responsibility & Compensation Committee | 5 |
- Independence: Determined independent; meets heightened independence standards for compensation committee membership under NYSE/SEC rules .
- Executive sessions: Regular executive sessions of independent directors; separate Chair and CEO roles .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual cash board retainer | $100,000 | Standard for all directors |
| Committee chair retainer (SR&C) | $20,000 | Chairs of committees other than Audit/Generation receive $20,000 |
| Committee membership fees | $10,000 | Per committee |
| Cash fees earned | $130,000 | Matches retainer structure for SR&C Chair |
| Other cash compensation | $0 | No additional meeting fees |
Director compensation structure was reviewed in May 2024; Board approved increasing annual equity grant to align near market median; last change prior to this was in 2022 .
Performance Compensation
| Equity Award Type | FY 2024 Grant Value | RSUs Granted | Vesting | Deferral/Settlement | Change-in-Control |
|---|---|---|---|---|---|
| RSUs (time-based) | $180,000 (grant-date fair value) | 1,967 unvested RSUs as of Dec 31, 2024 | One-year vest; scheduled May 15, 2025 | Elected to defer settlement of 100% of 2024 equity award until separation from board; dividends accrue and distributed upon delivery | RSUs vest and are settled upon change in control; also upon death/disability |
Note: Directors do not receive performance-based equity or options; RSUs are time-based and subject to the director equity plan limits ($750,000 annual cap per director) .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public company boards | Fulton Financial Corporation (Director since 2014) |
| Prior public boards | Unitil Corporation (2012–2022); Fortis, Inc. (2022–2024) |
| Committee interlocks | None; SR&C Committee members are independent and not current/past company officers; no reciprocal interlocks with other issuers’ boards/comp committees |
| Outside board limits | Vistra policy limits directors to no more than two other public company boards; CEO limited to one; Crutchfield’s single current board seat is within policy |
Expertise & Qualifications
- Corporate governance and public board experience; finance/accounting; energy industry expertise; regulatory/compliance/policy .
- Authored state and federal legislation on renewable energy regulation; advises utilities on competitive market implications .
- Formal credentials: Yale BA; Harvard MBA (with distinction); NACD Leadership Fellow; grid resiliency/cybersecurity advocacy via Protect Our Power .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 30,221 | |
| % of shares outstanding | ~0.0089% (30,221 ÷ 340,157,073) | |
| Unvested RSUs (director grants) | 1,967 (as of Dec 31, 2024) | |
| Hedging/pledging | Prohibited for directors and officers by policy | |
| Ownership guidelines | Minimum of 6x annual cash board retainer; directors have 6 years to comply; all non-employee directors have either met or are on track |
Governance Assessment
- Committee leadership: As SR&C Chair, Crutchfield directly influences CEO/executive pay design, succession planning, and human capital strategy; the SR&C report is issued under her chairship . Strong 2024 say‑on‑pay support (over 98%) indicates investor alignment with compensation oversight .
- Independence and attendance: Confirmed independent, with heightened independence for compensation committee; attended >75% of board/committee meetings; active SR&C cadence (5 meetings in 2024) supports engagement .
- Pay and ownership alignment: Director pay mix balances cash retainer and time‑based RSUs; her election to defer RSU settlement enhances long‑term alignment; hedging/pledging prohibitions and stock ownership guidelines reinforce alignment, with directors on track for compliance .
- Conflicts/related parties: No related person transactions reported since Jan 1, 2024; directors limited in outside public boards (≤2), reducing overboarding risk; no compensation committee interlocks with management or other issuers .
Red flags: None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or option repricing; RSU vesting accelerates on change in control per plan terms (standard practice) .