Tennessee Valley Authority
For the period ended Sep 30, 2024. Filed Nov 14, 2024.
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FY2024 · Filed Nov 14, 2024
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Item 9B. OTHER INFORMATION
Insider Trading Arrangements and Policies
During the quarter ended September 30, 2024, no director or officer of TVA notified TVA of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
2024 CEO Compensation
On November 7, 2024, the TVA Board approved no adjustment to the salary of Chief Executive Officer ("CEO") Jeffrey J. Lyashfor 2025.
The following sets forth the components of Mr. Lyash's 2025 target total direct compensation ("TDC"), effective October 1, 2024:
Salary remained the same at $1,227,000.
Long-term performance ("LTP") grant of $3,983,000, which will vest on September 30, 2027.
Long-term retention ("LTR") grant of $1,707,000, which will vest in three equal increments on September 30, 2025, September 30, 2026, and September 30, 2027.
No adjustments were made to any other existing elements of compensation for Mr. Lyash for 2025.
Compensation Adjustments for Other NEOs
On November 7, 2024, CEO Jeffrey J. Lyash approved compensation adjustments for the following Named Executive Officers ("NEOs")for 2025. (Biographical information for each is set out in Item 10, Directors, Executive Officers, and Corporate Governance.) The following sets forth salary increases and incentive awards granted for 2025, effective October 1, 2024:
John M. Thomas, III
Salary increased from $860,441 to $937,881.
LTP grant of $1,472,000, which will vest on September 30, 2027.
LTR grant of $700,000, which will vest in three equal increments on September 30, 2025, September 30, 2026, and September 30, 2027.
Donald A. Moul
Salary increased from $819,468 to $844,052.
LTP grant of $1,500,000, which will vest on September 30, 2027.
LTR grant of $882,000, which will vest in three equal increments on September 30, 2025, September 30, 2026, and September 30, 2027.
David B. Fountain
Salary increased from $648,696 to $687,618.
LTP grant of $1,075,000, which will vest on September 30, 2027.
LTR grant of $423,000, which will vest in three equal increments on September 30, 2025, September 30, 2026, and September 30, 2027.
Timothy S. Rausch
Salary increased from $663,146 to $683,040.
LTP grant of $775,000, which will vest on September 30, 2027.
LTR grant of $402,000, which will vest in three equal increments on September 30, 2025, September 30, 2026, and September 30, 2027.
No adjustments were made to any other existing elements of compensation for these NEOs for 2025.
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