Director since 2017 with relevant energy and finance expertise; no overboarding concerns (no other public company boards listed); VST's 3-year price return of +503% outperforms the peer group median by +423pp, well above the 65pp trigger threshold for strong positive TSR, so the TSR trigger does not fire.

Director since 2018 with deep risk management and energy expertise; holds one other public company board seat (Eco Wave Power Global AB), well within the four-board limit; TSR trigger does not apply given VST's exceptional outperformance of peers.

Director since 2020 with relevant executive, energy, and audit expertise; holds one other public company board seat (Magnolia Oil and Gas), within limits; serves as Audit Committee financial expert; TSR trigger does not apply.

Director since 2016 with extensive finance and corporate governance experience; no public company board overboarding issue (Overland Advantage is a BDC/private structure); TSR trigger does not apply given strong peer outperformance.

Director since 2018 with strong utility industry and executive experience; no other public company board seats listed currently; serves as Audit Committee financial expert; TSR trigger does not apply.

CEO and director since 2022 with deep company-specific expertise spanning generation, retail, and nuclear operations; as an executive director he is subject to the same TSR trigger, but the trigger does not apply given VST's +423pp outperformance of the peer group median over three years; no overboarding concerns.

Director since 2020 with extensive energy regulatory and executive experience; holds one other public company board seat (Fulton Financial), within limits; TSR trigger does not apply.

Director since 2023 with relevant strategy, sustainability, and financial expertise; holds one other public company board seat (Nutrien Ltd.), within limits; joined within the three-year window but the TSR trigger would not apply regardless given strong outperformance.

Director since March 2024, joining less than 24 months before the meeting date; under policy, directors who joined within the past 24 months are exempt from the TSR trigger; brings deep nuclear industry expertise relevant to Vistra's operations.

Director since 2018 with strong finance, accounting, and energy industry credentials; serves as Audit Committee Chair and financial expert; no other current public company board seats; TSR trigger does not apply.

Director since December 2024, joining less than 24 months before the meeting date and therefore exempt from the TSR trigger under policy; brings deep legal, regulatory, and energy sector expertise.