Scott Helm
VistraAbout Scott B. Helm
Scott B. Helm, age 60, has served as Chairman of Vistra’s Board since October 2017 and as a director since 2017. He is an independent director under NYSE standards. Helm is a private investor; previously he was a founding partner at Energy Capital Partners, CFO of Orion Power Holdings, and began his career at Goldman Sachs. He holds a bachelor’s degree in business administration from Washington University in St. Louis.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Capital Partners | Founding Partner | Not disclosed | Energy infrastructure investing expertise leveraged for strategy/transactions and risk oversight |
| Orion Power Holdings, Inc. | EVP & Chief Financial Officer | Not disclosed | Public-company CFO experience relevant to finance/accounting and risk management |
| Goldman, Sachs & Co. | Fixed Income; Investment Banking | Not disclosed | Capital markets and transactional experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chesapeake Shakespeare Company | Board member | Not disclosed | Civic engagement; no public company interlock disclosed |
Board Governance
- Roles: Chairman of the Board; not a member of Board committees. Chairman presides at Board and stockholder meetings, sets agendas with CEO, leads executive sessions, coordinates director search/education, and serves as liaison with management and investors when requested.
- Independence: Board determined Helm is independent; 10 of 11 directors are independent (CEO not independent). All standing committees are fully independent.
- Committees: Helm serves on none; committees are Audit, Social Responsibility & Compensation, Nominating & Governance, Sustainability & Risk, and Generation & Safety Oversight.
- Attendance: In 2024, the Board met seven times; each current director attended >75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Non-management directors meet regularly in executive sessions; the Chairman presides.
- Leadership structure: Separate Chairman and CEO roles currently; if combined in future, a Lead Director would be elected.
- Outside boards policy: Directors limited to no more than two other public company boards (CEO limited to one).
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (Chairman) | 205,000 | Board-approved director compensation schedule (May 2024) |
| Committee fees | 0 | Not on any committees; schedule provides $10,000 per committee for members |
| Other cash (dividend-related) | 9,246 | Cash paid for accrued dividends upon equity vesting delivery |
| Total cash | 214,246 | Sum of cash items above |
Performance Compensation (Non-Employee Director – 2024)
Vistra does not use performance-based cash bonuses or stock options for non-employee directors; equity is granted as time-based RSUs with one-year vesting.
| Equity Award | RSUs (#) | Grant Date Fair Value ($) | Vesting Date | Deferral Election |
|---|---|---|---|---|
| 2024 Annual RSU (Chairman) | 3,115 | 285,000 | May 15, 2025 | Not listed among directors deferring 2024 awards |
Notes:
- Non-employee director RSUs vest one year after grant; directors may elect to defer settlement under the Equity Deferred Compensation Plan. In 2024, several directors deferred 100% of their awards; Helm is not listed among them.
- As of December 31, 2024, Helm held 3,115 unvested RSUs; most other directors held 1,967 unvested RSUs.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Helm in proxy summary |
| Compensation committee interlocks | None; Vistra discloses no interlocks or insider participation on its Social Responsibility & Compensation Committee |
Expertise & Qualifications
- Corporate governance/public board experience; energy industry expertise; finance/accounting; strategy/transactions; risk management.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Notes |
|---|---|---|---|
| Scott B. Helm | 340,235 | <1% | All shares owned directly by Mr. Helm; 340,157,073 shares outstanding as of March 3, 2025 |
Additional alignment policies:
- Stock ownership guideline: Each non-employee director must own shares equal to at least 6x the annual cash board retainer; all non-employee directors have met or are on track within the six-year window.
- Hedging/pledging: Prohibited for directors and officers under Vistra’s insider trading policy.
Governance Assessment
- Strengths: Independent Chairman; separate Chair/CEO roles; full attendance and regular executive sessions; robust committee oversight (risk, sustainability, audit, safety); equity-heavy director pay mix that aligns with shareholder outcomes; clear ownership guidelines and ban on pledging/hedging; no related-party transactions since Jan 1, 2024.
- Potential conflicts: Helm’s prior private equity background (Energy Capital Partners) and transactional experience warrant routine monitoring for any potential related-party dealings; Vistra’s policy requires Audit Committee review and reports no related person transactions since Jan 1, 2024.
- Shareholder signals: >98% say-on-pay approval in 2024 (executive comp) indicates strong investor support for Vistra’s pay practices and governance framework; Chairman may periodically attend investor meetings, demonstrating engagement.
Appendix: Reference Tables
Director compensation structure (approved May 2024):
| Role | Cash Retainer ($) | Chair Retainer ($) | Committee Retainer ($) | Total Cash ($) | Annual RSU ($) | Total Annual Comp ($) |
|---|---|---|---|---|---|---|
| Chairman | 205,000 | — | — | 205,000 | 285,000 | 490,000 |
2024 Non-Employee Director compensation (selected):
| Name | Fees Earned ($) | RSU Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Scott B. Helm | 205,000 | 285,000 | 9,246 | 499,246 |
Attendance:
| 2024 Board Meetings | Director Attendance | Annual Meeting Attendance |
|---|---|---|
| 7 | Each current director >75% of Board and applicable committee meetings | All ten directors attended 2024 annual meeting |