Tennessee Valley Authority
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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FY2025 · Filed Nov 13, 2025
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ITEM 9B. OTHER INFORMATION
Insider Trading Arrangements and Policies
During the quarter ended September 30, 2025, 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.
2026 CEO Compensation
The following sets forth the components of Chief Executive Officer ("CEO") Donald A. Moul's 2026 target total direct compensation ("TDC"), which were approved by the TVA Board on November 12, 2025, and were effective as of October 1, 2025:
Salary remained the same at $1,200,000.
Executive Annual Incentive Plan ("EAIP") target remained at 110 percent of base salary.
Long-term performance ("LTP") grantof $2,450,000, which will vest on September 30, 2028.
Long-term retention ("LTR") grant of $1,050,000, which will vest in three equal increments on September 30, 2026, September 30, 2027, and September 30, 2028.
Compensation Adjustments for Other NEOs
On November 6, 2025, CEO Donald A. Moul approved compensation adjustments for the following Named Executive Officers ("NEOs") for 2026. (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 2026, effective October 1, 2025:
Thomas C. Rice
Salary increased from $705,000 to $729,675.
EAIP target increased from 75 percent of base salary to 80 percent of base salary.
LTP grant of $1,355,000, which will vest on September 30, 2028.
LTR grant of $579,000, which will vest in three equal increments on September 30, 2026, September 30, 2027, and September 30, 2028.
Rebecca C. Tolene
Salary increased from $665,000 to $688,275.
LTP grant of $933,000, which will vest on September 30, 2028.
LTR grant of $402,000, which will vest in three equal increments on September 30, 2026, September 30, 2027, and September 30, 2028.
Matthew M. Rasmussen
Salary increased from $668,000 to $691,380.
LTP grant of $788,000, which will vest on September 30, 2028.
LTR grant of $339,000, which will vest in three equal increments on September 30, 2026, September 30, 2027, and September 30, 2028.
Jeremy P. Fisher
Salary increased from $500,000 to $517,500.
EAIP target increased from 60 percent of base salary to 70 percent of base salary.
LTP grant of $452,000, which will vest on September 30, 2028.
LTR grant of $195,000, which will vest in three equal increments on September 30, 2026, September 30, 2027, and September 30, 2028.
In addition, on November 6, 2025, Donald A. Moul approved a discretionary contribution of $80,000 under the Restoration Plan for Timothy S. Rausch.
No adjustments were made to any other existing elements of compensation for these NEOs for 2026.
Amendments to Long-Term Incentive Plan and Restoration Plan
On November 6, 2025, the Chair of the People and Governance Committee, with concurrence of the Board Chair, approved amended and restated versions of TVA’s Long-Term Incentive Plan (“LTIP”) and Restoration Plan.
LTIP. The LTIP was amended to broaden the criteria used to define retirement under the LTIP. The additional criteria would apply only for involuntary terminations that do not result from gross misconduct and would cover (1) employees who have reached the age of 50 with at least 10 years of full-time TVA service and (2) employees who have at least 20 years of full-time TVA service, regardless of age.
Restoration Plan. The Restoration Plan was amended to allow new participants in the Restoration Plan 30 days after becoming participants to update their deferral elections under TVA’s 401(k) plan.
Copies of the amended and restated LTIP and Restoration Plan are attached as exhibits to this Annual Report and are incorporated herein by reference. The foregoing descriptions are qualified in their entirety by reference to such documents.
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