XML 78 R2.htm IDEA: XBRL DOCUMENT v3.26.1
Pay vs Performance Disclosure - USD ($)
 7 Months Ended 12 Months Ended
Jul. 31, 2022
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table  
Year(1)
Summary Compensation Table Total(2)
Compensation Actually Paid(3)
Average Summary Compensation Table Total for Non-PEO Named Executive Officers
($)(2)
Average Compensation Actually Paid to Non-PEO Named Executive Officers
($)(4)
Value of Initial Fixed $100 Investment Based On:(5)
Net Income
(Loss)
($ 000,000)
Adjusted EBITDA
($ 000,000)(7)
PEO 1
James A. Burke
($)		PEO 2
Curtis A. Morgan
($)		PEO 1
James A. Burke
($)		PEO 2
Curtis A. Morgan
($)		Vistra
Total Shareholder Return
($)
Peer Group
Total Shareholder Return
($)(6)
202515,989,188N/A40,719,971N/A4,454,70811,495,893912.44159.069445,838
202412,236,044N/A104,409,420N/A5,036,35741,319,866775.51137.072,6595,539
202310,453,377N/A30,741,208N/A4,721,25311,784,665214.51111.051,4934,101
20228,559,82411,852,51314,390,47422,523,1123,372,1145,415,367125.64119.51(1,227)2,994
2021N/A10,075,626N/A4,395,1283,425,2611,512,908119.57117.67(1,274)1,908
        
Named Executive Officers, Footnote   The Principal Executive Officer(s) (“PEO”) and other NEOs for the indicated years were as follows:
202120222023-20242025
Curtis A. Morgan (PEO)
Curtis A. Morgan
(PEO through July 31, 2022)
James A. Burke (PEO)
James A. Burke (PEO)
James A. Burke
James A. Burke
(PEO effective August 1, 2022)
Kristopher E. MoldovanKristopher E. Moldovan
Stephen J. MuscatoKristopher E. MoldovanStephen J. MuscatoStacey Doré
Scott A. HudsonStephen J. MuscatoScott A. HudsonScott A. Hudson
Stephanie Zapata MooreScott A. HudsonStacey DoréStephanie Zapata Moore
Stephanie Zapata Moore
        
Peer Group Issuers, Footnote   The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the S&P 500 Utilities (Sector) Index (S&P Utilities), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. Such peer index was selected in accordance with SEC rules and is not necessarily indicative of the Company’s peer group due to, among other factors, the Company’s exposure to commodities. For a discussion of the Company’s selected peer group used in connection with its executive compensation program, see “Compensation Discussion and Analysis—Corporate Governance Practices—Compensation Determination Process.”        
PEO Total Compensation Amount   $ 15,989,188        
PEO Actually Paid Compensation Amount   $ 40,719,971        
Adjustment To PEO Compensation, Footnote  
Year
Summary Compensation Table Total
($)(a)
Minus Fair Value of Equity Awards Granted in Fiscal Year
($)(b)
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year
($)(c)
Plus/(Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years
($)(d)
Plus Fair Value at Vesting of Equity Awards Granted in Fiscal Year that Vested During Fiscal Year
($)(e)
Plus/(Minus) Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year
($)(f)
Equals Compensation Actually Paid
($)
PEO—James A. Burke
202515,989,188 11,433,561 20,553,637 13,278,895 200,091 2,131,721 40,719,971 
Average Other NEOs(g)
20254,454,708 3,074,867 5,567,480 4,007,551 10,639 530,382 11,495,893 
        
Non-PEO NEO Average Total Compensation Amount   $ 4,454,708 $ 5,036,357 $ 4,721,253 $ 3,372,114 $ 3,425,261
Non-PEO NEO Average Compensation Actually Paid Amount   $ 11,495,893 41,319,866 11,784,665 5,415,367 1,512,908
Adjustment to Non-PEO NEO Compensation Footnote  
Year
Summary Compensation Table Total
($)(a)
Minus Fair Value of Equity Awards Granted in Fiscal Year
($)(b)
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year
($)(c)
Plus/(Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years
($)(d)
Plus Fair Value at Vesting of Equity Awards Granted in Fiscal Year that Vested During Fiscal Year
($)(e)
Plus/(Minus) Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year
($)(f)
Equals Compensation Actually Paid
($)
PEO—James A. Burke
202515,989,188 11,433,561 20,553,637 13,278,895 200,091 2,131,721 40,719,971 
Average Other NEOs(g)
20254,454,708 3,074,867 5,567,480 4,007,551 10,639 530,382 11,495,893 
        
Compensation Actually Paid vs. Total Shareholder Return  
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years, as well as the relationship between the Company’s cumulative TSR and the Peer Group’s TSR over such period.  
8031
        
Compensation Actually Paid vs. Net Income  
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the five most recently completed fiscal years.
8359
        
Compensation Actually Paid vs. Company Selected Measure  
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.  
8699
        
Total Shareholder Return Vs Peer Group  
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years, as well as the relationship between the Company’s cumulative TSR and the Peer Group’s TSR over such period.  
8031
        
Tabular List, Table   Adjusted EBITDA
•Adjusted FCFbG per share
•Total Cost ($s)
•Safety Index (% achieved across a number of safety measures, included as part of our Generation Operating Index) 		       
Total Shareholder Return Amount   $ 912.44 775.51 214.51 125.64 119.57
Peer Group Total Shareholder Return Amount   159.06 137.07 111.05 119.51 117.67
Net Income (Loss)   944,000,000 2,659,000,000 1,493,000,000 (1,227,000,000) (1,274,000,000)
Adjustment to Compensation, Amount   $ 5,838,000,000 $ 5,539,000,000 $ 4,101,000,000 2,994,000,000 $ 1,908,000,000
PEO Name Curtis A. Morgan (PEO through July 31, 2022) James A. Burke (PEO) James A. Burke (PEO) James A. Burke (PEO)   Curtis A. Morgan (PEO)
Additional 402(v) Disclosure   Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the indicated year for Mr. Burke and Mr. Morgan, as applicable, and (ii) the average of the total compensation reported in the Summary Compensation Table for the indicated year for the Company’s other NEOs.
(3)Amounts reported in this column reflect the total compensation reported in the Summary Compensation Table for the PEO in the indicated fiscal year, as adjusted for 2025 as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in cash once the underlying award vests and are incorporated as applicable in the table below. The dollar amounts reflected in this column do not reflect the actual amount of compensation earned by or paid to the PEO during the indicated year.
(4)Amounts reflect the average total compensation for the Company’s NEOs, other than the PEO, for the indicated fiscal year, as adjusted for 2025 as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in cash once the underlying award vests and are incorporated as applicable in the table below. The dollar amounts reflected in this column do not reflect the actual amount of compensation earned by or paid to such NEOs during the indicated year.
(5)Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.
As noted in the Compensation Discussion and Analysis, the Social Responsibility and Compensation Committee selected Adjusted EBITDA as one of the key metrics for evaluating and rewarding management’s performance in the 2025 annual incentive compensation program (i.e., AIP). Adjusted EBITDA is defined above under the heading “Setting of Financial and Operational Performance Targets for 2025.” Given the importance of Adjusted EBITDA as discussed further in the Compensation Discussion and Analysis (i.e., if Adjusted EBITDA did not meet the Adjusted EBITDA threshold performance level, the NEOs’ awards under the 2025 AIP would have been subject to a certain “executive limiter”), the Company has determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. Represents Total Compensation as reported in the Summary Compensation Table for 2025. With respect to the Average Other NEOs, amounts shown represent averages.
(b)Represents the grant date fair value of the stock awards granted during 2025, computed in accordance with the methodology used for financial reporting purposes.
(c)Represents the fair value as December 31, 2025 of the outstanding and unvested stock awards granted during 2025, computed in accordance with the methodology used for financial reporting purposes. Accordingly, for awards subject to performance-based vesting conditions, they are based on the probable outcome of such performance-based vesting conditions as of December 31, 2025.
(d)Represents the change in fair value during 2025 of the outstanding and unvested stock awards held by the applicable NEO as of December 31, 2025, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of December 31, 2025.
(e)Represents the fair value at vesting of the stock awards that were granted and vested during 2025, computed in accordance with the methodology used for financial reporting purposes.
(f)Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock option and stock award that was granted in a prior fiscal year and which vested during 2025, computed in accordance with the methodology used for financial reporting purposes.
(g)See footnote 1 above for the NEOs included in the average. 		       
Measure:: 1            
Pay vs Performance Disclosure            
Name   Adjusted EBITDA        
Measure:: 2            
Pay vs Performance Disclosure            
Name   Adjusted FCFbG per share        
Measure:: 3            
Pay vs Performance Disclosure            
Name   Total Cost ($s)        
Measure:: 4            
Pay vs Performance Disclosure            
Name   Safety Index (% achieved across a number of safety measures, included as part of our Generation Operating Index)        
James A. Burke [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount   $ 15,989,188 $ 12,236,044 $ 10,453,377 8,559,824  
PEO Actually Paid Compensation Amount   40,719,971 $ 104,409,420 $ 30,741,208 14,390,474  
Curtis A. Morgan [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount         11,852,513 $ 10,075,626
PEO Actually Paid Compensation Amount         $ 22,523,112 $ 4,395,128
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   (11,433,561)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   20,553,637        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   13,278,895        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   200,091        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   2,131,721        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   (3,074,867)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   5,567,480        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   4,007,551        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   10,639        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount   $ 530,382