Paul Barbas
VistraAbout Paul M. Barbas
Independent director of Vistra Corp. since 2018; age 68. Former President & CEO of DPL Inc./The Dayton Power & Light Company; prior executive roles at Chesapeake Utilities and Allegheny Power. Education: B.A. in Economics (College of the Holy Cross) and MBA in Finance/Marketing (University of Massachusetts). Key credentials include corporate governance, energy industry expertise, strategy/transactions, and human capital management; serves on Audit, Nominating & Governance, and Generation and Safety Oversight Committees. The Board has determined he is independent and an “Audit Committee Financial Expert,” meeting heightened independence standards for Audit Committee members.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DPL Inc. / The Dayton Power & Light Company (DP&L) | President & CEO; Director | Not disclosed | Oversaw IT and financial systems implementations at DP&L; power operations and energy markets expertise |
| Chesapeake Utilities Corporation | EVP & COO | Not disclosed | Diversified utility operations leadership |
| Allegheny Power | EVP | Not disclosed | Executive leadership at regulated utility |
| Dynegy Inc. | Director | Oct 2012–Apr 2018 | Joined Vistra Board with Dynegy merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pepco Holdings, Inc. | Director (former) | Not disclosed | Prior public company board service |
| El Paso Electric, Inc. | Director (former) | Not disclosed | Prior public company board service |
| Scorton Creek Game Farm (MA Division of Fisheries & Wildlife) | Volunteer | Current | Conservation volunteer service |
Board Governance
- Committee assignments (current): Audit (member), Nominating & Governance (member), Generation and Safety Oversight (member). Not a current chair.
- Independence: Independent director; designated “Audit Committee Financial Expert” and satisfies NYSE/SEC heightened independence for Audit Committee members.
- Attendance: In 2024, the Board held 7 meetings; each current director attended >75% of Board and relevant committee meetings; all directors at the time attended the 2024 annual meeting.
- Executive sessions: Non-management directors meet regularly in executive session, chaired by the Board Chair.
- Committee activity levels (2024): Audit (4 meetings), Social Responsibility & Compensation (5), Nominating & Governance (3), Sustainability & Risk (4), Nuclear Oversight (renamed Generation and Safety Oversight in Mar 2025) (4).
Fixed Compensation
| Component | 2024 Amount/Policy | Detail |
|---|---|---|
| Fees Earned (Cash) | $144,148 | Reported for Barbas in 2024 Director Compensation Table |
| Annual Board Retainer (policy) | $100,000 | For non-employee directors |
| Committee Membership Retainer (policy) | $10,000 per committee | Per-committee retainer for members |
| Committee Chair Retainer (policy) | $25,000 (Audit, Generation & Safety Oversight); $20,000 (other committees) | Not applicable to Barbas (not a chair) |
| Meeting Fees | Not disclosed | No separate meeting fees listed in policy table |
- Director pay structure was reviewed in May 2024; the Board increased the annual equity grant to align near median market levels (first change since 2022).
Performance Compensation
| Equity Element | 2024 Amount/Policy | Vesting/Terms |
|---|---|---|
| RSU Award (annual, non-employee director) | $180,000 grant-date fair value (Barbas) | RSUs vest one year after grant; 2024 awards vest May 15, 2025. Settlement can be deferred; vesting accelerated upon death, disability, or change in control. Annual per-director equity limit $750,000. |
| Equity Mix/Design | RSUs (time-based) | Non-employee director equity is time-based RSUs, not performance-based awards. Directors may elect to defer settlement under the Deferred Compensation Plan. |
| Deferral Election (2024) | Elected by Barbas | Barbas elected to defer settlement of 100% of his 2024 equity award until separation from Board service; dividends accrue and are paid upon delivery. |
Other Directorships & Interlocks
| Type | Company | Role | Status |
|---|---|---|---|
| Current public boards | — | — | None listed for Barbas in proxy summary |
| Prior public boards | Pepco Holdings, Inc. | Director | Former |
| Prior public boards | El Paso Electric, Inc. | Director | Former |
| Prior public boards | Dynegy Inc. | Director | Former (merged into Vistra) |
- Board policy limits directors to no more than two other public company boards (CEO limited to one), reinforcing focus and mitigating overboarding risks.
Expertise & Qualifications
- Key skills: Corporate governance/public board experience; energy industry expertise; strategy/transactional; human capital management; finance/marketing background; deep understanding of power operations and energy markets.
- Financial oversight: Designated Audit Committee Financial Expert.
Equity Ownership
| Metric | Amount / Status |
|---|---|
| Beneficial Ownership (shares) | 49,096 shares; “All of the shares reported are owned directly.” |
| % of Shares Outstanding | “*” (less than 1% of class) |
| Unvested RSUs (as of 12/31/2024) | 1,967 unvested RSUs (held by each non-employee director except Helm and Walters) |
| Ownership Guidelines | Non-employee directors must hold ≥6x annual cash board retainer; 6-year compliance window; as of 12/31/2024, each non-employee director has either met or is on track to meet guidelines. |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy. |
Governance Assessment
-
Strengths
- Independence and financial sophistication: Independent, Audit Committee member, and designated Audit Committee Financial Expert meeting heightened independence standards—a positive for oversight of reporting, controls, and ethics.
- Active engagement: >75% attendance and participation across three committees; Board holds regular executive sessions and robust annual evaluations with third-party-facilitated interviews.
- Ownership alignment: Significant direct shareholding, additional unvested RSUs, mandatory 6x retainer stock ownership guideline, prohibition on hedging/pledging, and RSU deferral election—all supportive of long-term alignment.
- Compensation structure: Transparent, largely equity-based director pay; 2024 update increased equity grant to market median, indicating responsiveness to peer benchmarking.
-
Potential Risks/Conflicts
- Related-party transactions: Company reports none since Jan 1, 2024; related-party transactions require Audit Committee approval on arm’s-length terms if any arise.
- Overboarding: Policy caps external public boards; Barbas currently lists no other public company boards—low interlock risk.
-
Broader investor sentiment signal
- Say-on-pay (executive) support remained very strong (over 98% approval in 2024), signaling favorable shareholder views of compensation governance overall.
Appendix – Reference Tables
2024 Director Compensation (Barbas)
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 144,148 |
| RSU Awards (Grant-Date Fair Value) | 180,000 |
| Other Compensation | — |
| Total | 324,148 |
| Notes | Elected to defer 100% of 2024 equity award; 1,967 unvested RSUs outstanding as of 12/31/2024; RSUs vest 5/15/2025. |
Committee Memberships (Current)
| Committee | Role | Notes |
|---|---|---|
| Audit | Member | Audit Committee Financial Expert; heightened independence satisfied |
| Nominating & Governance | Member | Oversees director nominations, governance practices, evaluations |
| Generation and Safety Oversight | Member | Formerly Nuclear Oversight; name changed Mar 2025 |
Insider Compliance Snapshot
| Item | Status |
|---|---|
| Section 16(a) Filings (FY2024) | Company states all applicable director/officer filings complied, except late initial Form 3 for Robert C. Walters (appointed Dec 2024). |
Director Compensation Policy (Non-Employee)
| Role | Total Annual Retainer ($) | Equity Award ($) | Total Target ($) |
|---|---|---|---|
| Chairman of Board | 205,000 | 285,000 | 490,000 |
| Audit or Generation & Safety Oversight Chair | 135,000 | 180,000 | 315,000 |
| Other Committee Chairs | 130,000 | 180,000 | 310,000 |
| Committee Members | 110,000 | 180,000 | 290,000 |
| Board Member (no committees) | 100,000 | 180,000 | 280,000 |
RSUs vest after one year; vest/settle upon death, disability, or change in control; settlement deferral permitted; annual equity to any one non-employee director capped at $750,000.
Board Activity and Attendance (2024)
| Meeting Type | Number of Meetings |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 4 |
| Social Responsibility & Compensation | 5 |
| Nominating & Governance | 3 |
| Sustainability & Risk | 4 |
| Nuclear Oversight (renamed Generation and Safety Oversight in Mar 2025) | 4 |
| Attendance Threshold | Each current director attended >75% of Board and applicable committee meetings; all directors at the time attended the 2024 annual meeting. |
Policies Relevant to Alignment and Risk
- Stock ownership guidelines: Directors ≥6x annual cash retainer; 6-year compliance window; all have met or are on track as of 12/31/2024.
- Hedging/Pledging: Prohibited for directors and officers.
- Related-party transactions: None since Jan 1, 2024; Audit Committee approval required for any such transactions at arm’s-length terms.
- Director compensation review: Periodic market surveys by independent compensation consultant; equity grant increased May 2024 to align near median.