Robert Walters
VistraAbout Robert C. Walters
Robert C. Walters is an independent director of Vistra Corp. (VST), appointed in December 2024. He is 67, a former senior partner and executive committee member at Gibson, Dunn & Crutcher LLP, and previously served as Executive Vice President and General Counsel of Vistra’s predecessor, bringing four decades of legal, regulatory, transactional, and power-sector experience; he holds both a bachelor’s degree and a J.D. from the University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibson, Dunn & Crutcher LLP | Senior Partner; Member of Worldwide Executive Committee | Not disclosed; retired in 2023 | Led and advised on major transactions, regulatory/legislative strategy, antitrust/competition matters, board advisory on governance/restructuring/activism |
| Vistra predecessor (Energy Future Holdings/Predecessor) | Executive Vice President and General Counsel | Not disclosed | Executive leadership in legal and regulatory affairs for the predecessor utility/power company |
External Roles
- None disclosed for current public company boards; “Other Public Company Boards” field is blank for Walters in the director summary .
- Active civic and non-profit leadership referenced (roles not specified) .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | The Board determined Walters is independent under NYSE/SEC standards . |
| Board tenure | Appointed to the Board in December 2024 . |
| Committees | Nominating & Governance; Sustainability & Risk (member) . |
| Committee mandates (relevant) | Nominating & Governance: director recruitment, governance framework, committee composition, board/committee evaluations, onboarding/education . Sustainability & Risk: ERM oversight; market/commercial risks; cybersecurity oversight; climate/sustainability risk and disclosure oversight . |
| Attendance | In 2024, each current director attended >75% of Board and relevant committee meetings . |
| Other board service policy | Non-employee directors limited to no more than two other public company boards (CEO limited to one) . |
| Executive sessions | Regular executive sessions of independent directors . |
Fixed Compensation
- Vistra’s non-employee director pay structure (approved May 2024) :
- Cash annual retainer: $100,000 (Chairman $205,000) .
- Committee member fee: $10,000 per committee .
- Committee chair fees: $25,000 for Audit and Generation & Safety; $20,000 for other committee chairs .
- Annual equity grant (RSUs): $180,000 (Chairman $285,000) .
- RSUs vest after one year; directors may elect to defer settlement under the Equity Deferred Compensation Plan .
| Director | Year | Cash Fees ($) | RSU Awards ($) | Other ($) | Total ($) | Notes |
|---|---|---|---|---|---|---|
| Robert C. Walters | 2024 | — | — | — | — | Appointed Dec. 24, 2024; no 2024 director compensation recognized in the proxy’s 2024 Director Compensation Table . |
Performance Compensation
- Non-employee directors do not receive performance-based incentive pay; equity is time-vested RSUs (no options; no performance metrics) .
| Component | Structure | Metrics/Triggers |
|---|---|---|
| Annual RSU grant | Time-vested, 1-year vesting; eligible for deferral | No performance metrics; time-based only |
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles |
|---|---|---|
| None disclosed | — | — |
- “Other Public Company Boards” for Walters is blank in nominee summary .
Expertise & Qualifications
- Power sector/regulatory depth: Extensive experience navigating federal/state regulatory, legislative and policy arenas for utilities and power assets .
- Transactional/strategic execution: Negotiated and closed major transactions; advised on restructurings and activist engagements .
- Legal and governance acumen: Antitrust/competition and complex litigation background; board advisory across governance and risk .
- Education: B.A. and J.D., University of Texas at Austin .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (as of March 3, 2025) | 0 shares; less than 1% of class . |
| Unvested RSUs (2024 cycle) | Not granted 2024 director RSUs; as of 12/31/2024, all directors other than Helm and Walters held 1,967 unvested RSUs (Walters had none) . |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy . |
| Ownership guideline | Directors must hold stock worth ≥6x annual cash Board retainer; 6-year compliance window . |
| Compliance status reporting | As of 12/31/2024, non-employee directors have either met or are on track to meet guidelines within six years (individual status for Walters not separately disclosed) . |
Insider Filing/Trades
| Filing | Note |
|---|---|
| Form 3 (initial) | One initial Form 3 for Walters was filed late due to a delay in receiving EDGAR filing codes; otherwise Section 16 filing compliance was met for FY2024 . |
Related-Party Transactions
- Since January 1, 2024, no related person transactions disclosed; policy requires Audit Committee approval/ratification and arm’s-length terms; none noted involving Walters .
Say‑on‑Pay & Shareholder Feedback (context for governance sentiment)
- Say‑on‑Pay support: Over 98% approval in May 2024 for 2023 NEO compensation .
- Engagement: Ahead of 2025 AGM, Vistra contacted its top 10 shareholders and met with 6, representing ~30% of the holder base, to discuss strategy/governance/sustainability .
Governance Assessment
- Strengths
- Independent director with deep regulatory, legal and power-sector expertise; sits on two oversight-heavy committees (N&G; Sustainability & Risk) aligned to his skillset .
- Board-level policies: independent majority; regular executive sessions; prohibitions on hedging/pledging; director ownership guidelines (6x retainer) .
- Attendance: current directors, including Walters, exceeded 75% attendance in 2024 meetings of the Board/committees served .
- No related-party transactions disclosed since Jan 1, 2024 .
- Watch items / potential red flags
- Initial Form 3 was filed late (process issue; cause attributed to EDGAR codes) .
- As of March 3, 2025 he reported 0 shares beneficially owned; while within the 6-year guideline ramp, investors may monitor near-term equity alignment and 2025 RSU grant accruals .
- Compensation alignment for directors
- Structure balanced between cash and annual RSUs with clear vesting and ownership expectations; no performance-based director pay (reduces incentive misalignment) .
Overall, Walters’ background and committee placements support board oversight in governance, ERM/cyber/climate risk, and regulatory strategy; no related-party exposure is disclosed, and policy frameworks on ownership and hedging/pledging reinforce alignment, with the primary monitoring item being ownership ramp-up following his late‑2024 appointment .