Vistra (TXU Parent) Names New CEO -- EnergyChoiceMatters.com

Vistra (TXU Parent) Names New CEO

March 21, 2022

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Copyright 2010-21 EnergyChoiceMatters.com
Reporting by Paul Ring • ring@energychoicematters.com

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Vistra today announced that its board of directors has named longtime company executive Jim Burke as its next chief executive officer, effective Aug. 1.

Burke, who currently serves as president and chief financial officer of Vistra, will also join the company's board upon assuming his new role. Burke will also retain the title of President upon becoming CEO

In an 8-K, Vistra said that on March 19, 2022, Curtis A. Morgan, currently the Chief Executive Officer and a member of the board of directors of Vistra Corp. (the Company), notified the Company of his intention to transition from the Company effective August 1, 2022. Mr. Morgan will continue to serve as the Company’s Chief Executive Officer during a transition period until his departure and will seek re-election to the Company’s Board at the 2022 annual meeting of stockholders and, if elected, will serve in such capacity until his transition from the Company on the Effective Date.

Vistra said that Morgan’s decision to transition from the Company is part of a coordinated succession plan with the Board and is not the result of any dispute or disagreement with the Company.

Vistra anticipates it will name Burke's replacement as CFO prior to Aug. 1.

Burke has more than two decades of experience in the retail electricity industry. Previously, Burke served as the company's chief operating officer from 2016 until December 2020, with overall responsibility for running the day-to-day operations of the company, including power generation, the retail business, the development of renewable energy and battery storage projects, and other functions, including safety, supply chain, and asset closure.

Burke also previously served as CEO of TXU Energy. Burke led TXU Energy from August 2005 to October 2016 after joining in late 2004 as senior vice president of TXU Energy's residential markets.

Before joining TXU Energy, he was president and COO of Gexa Energy, and vice president of residential marketing then senior vice president of consumer operations with Reliant Energy.

In an 8-K Vistra said that as compensation for providing the transition and advisory services under an advisory agreement, the Company will pay Mr. Morgan $50,000 per month during the Transition Period and his outstanding equity grants will continue to vest through the end of the Transition Period in accordance with their respective terms. Under the Advisory Agreement, the Company has agreed that Morgan will be entitled to certain payments and accelerated vesting of certain outstanding equity awards under the Amended and Restated Employment Agreement, dated May 1, 2018, between Mr. Morgan and the Company (the 'Morgan Agreement') at the end of the Transition Period.

In connection with Burke’s appointment as President and Chief Executive Officer of the Company, on March 20, 2022 the Company entered into an amended and restated employment agreement (the Burke Agreement) with Mr. Burke, to become effective on the Effective Date. The Burke Agreement has an initial term that ends on August 1, 2026. Pursuant to the Burke Agreement, commencing on the Effective Date, Burke will receive an annual base salary of $1,200,000 and will also have the opportunity to earn an annual cash bonus under the Company’s Executive Annual Incentive Plan. Burke’s target annual bonus opportunity is 125% of his base salary. On the Effective Date, Burke will receive an additional grant of equity compensation of $1,250,000 performance stock units (PSUs) and $750,000 restricted stock units (RSUs). The PSUs will vest based on the Company’s achievement of the performance goals set by the Board for the three-year period commencing in 2022 and concluding in 2024, consistent with the other PSUs granted in 2022. The RSUs will vest ratably over three years commencing on the Effective Date, Vistra said in an 8-K

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