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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Total Direct Compensation
In setting executive compensation each year, the Committee focuses on TDC, which includes those compensation elements that motivate future performance or reward past performance. TDC is comprised of annual salary, an annual incentive award under TVA’s EAIP, and an LTI award provided under TVA’s LTIP, which is delivered in two components, an LTP award and a Long-Term Retention (“LTR”) award.
Each year, two key compensation decisions are made with respect to NEO compensation: (1) the amount of the TDCopportunity to grant, which is forward-looking, incentivizes the NEO to perform, and is determined toward the beginning of the fiscal year, and (2) the amount of TDCearned, which rewards the NEO for demonstrated performance (other than salary or LTR award) and is determined at the end of the fiscal year. The TDC components and weightings for TDC opportunities granted to the NEOs in 2025 are summarized below and described in the sections that follow. Since TVA is a governmental entity that issues no equity, all direct compensation is denominated and paid out in cash.
| Compensation Component(1)of Target TDC | Objective | Key Features |
|---|---|---|
| Annual Salary | Provide fixed base compensation to encourage hiring and retention of qualified executives | •Annual salary is the essential fixed element of pay that all employees expect.•Salary is typically determined with reference to market data (most often approximating 50th percentile) and experience in role. |
| Executive Annual Incentive Plan | Incentivize performance by providing at-risk compensation tied to attainment of pre-established performance goals for the fiscal year | •Target annual incentives are determined largely based on market data and experience in role.•Annual incentive payouts are based on the results vs. pre-established enterprise goals as determined from year to year by the TVA Board. •The TVA Board has established and can utilize a standard discretionary range to adjust the scorecard achievement by plus or minus 20 percent to account for extraordinary events or significant occurrences that impact TVA’s performance. In addition, the Board, in its sole discretion, may reduce EAIP awards to zero or increase EAIP awards to the maximum amount set forth in the EAIP for any or all participants. |
| Long-Term Incentive Plan | Provide a targeted level of total long-term compensation comprised of at-risk and retention components | •Participation is limited to key positions that have the ability to significantly impact the long-term financial and/or operational objectives critical to TVA's overall success. |
| Long-Term Performance Award | Incentivize performance by providing at-risk compensation tied to attainment of pre-established performance goals over a three-year performance period | •LTP grants will vest and pay out at the end of a three-year performance cycle with variable at-risk opportunities based on achievement against performance goals established at the beginning of the performance cycle.•Performance-based LTP grants are intended to provide the majority of an executive's total LTI opportunity, with the remaining percentage to be retention oriented, or LTR grants. |
| Long-Term Retention Award | Incentivize retention by providing "fixed" retention-based grants tied to a three-year vesting schedule | •LTR grants will vest and pay out in three equal increments annually over three years, subject to the participant being employed through such dates, but are payable upon death, disability, or retirement if earlier on a pro-rated basis.•Since TVA issues no equity, TVA offers retention grants to be competitive with the industry marketplace for talent, providing a retention incentive similar to restricted stock or restricted stock units. These grants are intended to encourage executives to remain with TVA and to provide, in combination with salary, EAIP, and LTP grants, a competitive level of TDC. |
| Note(1) Typically reviewed annually. | ||
Salary
Annual salary is considered a "fixed" compensation component. Salary levels are typically reviewed annually to consider individual performance and/or changes in benchmark salaries.
The 2025 salaries for the NEOs are reported in the Executive Compensation Tables and Narrative Disclosures— Summary Compensation Table.
Executive Annual Incentive Plan
All TVA employees (including NEOs) participate in an annual, short-term incentive program (subject to eligibility requirements), since every employee contributes to the success of TVA and the execution of its public power mission. While the measures used for annual incentives are the same for all employees, they are provided under two plans: the Winning Performance Team Incentive Plan provides for annual incentive awards for eligible non-executives, and the EAIP provides for annual incentive awards for eligible executives, including the NEOs.
The EAIP is designed to encourage and reward executives for successfully achieving annual financial and operational goals. For 2025, the annual incentive payment for each NEO other than the retired CEO was calculated as follows:
| EAIPAmount | = | AnnualSalary | × | Annual TargetIncentiveOpportunity | × | Percent of EnterpriseScorecardOpportunityAchieved(0% to 200%) | × | IndividualPerformanceMultiplier(0% to 150%) |
|---|
The EAIP award for the retired CEO was calculated in the same manner as those awards for other NEOs except that the Scorecard Achievement ranged from 0 percent to 150 percent instead of 0 percent to 200 percent.
Each component of this calculation other than annual salary is discussed below. The award for certain participants in the EAIP may be adjusted by the participant's supervisor based on an evaluation of the participant's individual achievements and performance during the year. In addition, pursuant to discretion granted under the TVA Compensation Plan and EAIP, awards may be further adjusted by the TVA Board in its discretion. There is no guaranteed minimum payout under the EAIP, and the maximum payout for the EAIP cannot exceed 225 percent of the target award for all participants other than the retired CEO. For the retired CEO, the maximum payout cannot exceed 150 percent of the target award.
EAIP Target Incentive Opportunity. Following a review of benchmarking and individual performance, the TVA Board evaluated the appropriateness of the EAIP award opportunity for the retired CEO based on market data and other individual factors and made no changes for 2025. Similarly, the retired CEO evaluated the appropriateness of the EAIP award opportunities for the other NEOs based on market data and other individual factors, including internal equity, and made no changes for 2025. Incentive opportunities for Mr. Moul, Mr. Rice, Ms. Tolene, and Mr. Fisher increased during the year as a result of their promotions. Accordingly, target EAIP award opportunities associated with the NEO's last position held in 2025 were as follows:
| NEO | 2025 EAIP Target IncentiveOpportunity(1) |
|---|---|
| Donald A. Moul | 110% |
| Jeffrey J. Lyash | 150% |
| Thomas C. Rice | 75% |
| John M. Thomas, III | 80% |
| Matthew M. Rasmussen | 60% |
| Rebecca C. Tolene | 70% |
| Jeremy P. Fisher | 60% |
| Timothy S. Rausch | 70% |
| David B. Fountain | 70% |
Note
(1) Represents the Target Incentive Opportunity associated with the NEO's last position held in 2025 and represents a percent of each NEO's salary.
2025 EAIP Performance Measures. EAIP performance measures tie directly to key enterprise metrics used by senior management in TVA's annual budget and strategic planning process, which in turn link directly to the achievement of TVA's mission and strategic priorities. The 2025 EAIP performance measures and the reasons for using these measures are described in the table below.
| Performance Measure | Why is this Measure Used? |
|---|---|
| SBU Controllable O&M and Base Capital Spend | To maintain financial health while funding TVA’s energy transition. |
| Transmission Performance Indicator | To advance TVA’s grid capabilities to increase flexibility for future additions and to meet the reliability and resiliency needs of the future. |
| Nuclear Performance Indicator | To achieve the nation’s top nuclear fleet by 2025. |
| Power Operations Performance Indicator | To achieve leading operational performance by managing the generation fleet based on the mission of each asset. |
| Serious Injury Incident Rate | To foster a culture that embraces, adapts quickly to, and anticipates changes needed for TVA to excel in the future public power utility marketplace and to protect the safety of TVA's employees, contractors, and customers, as well as the communities that TVA serves. |
The 2025 EAIP performance measures and goals were provided in an organizational scorecard ("TVA Enterprise Scorecard"). The 2025 performance measures, along with the weighting ascribed to each and actual performance, are shown below.
| Performance Measure | Weight | Threshold | Target | Stretch | Actual |
|---|---|---|---|---|---|
| SBU Controllable O&M and Base Capital Spend ($ millions)(1) | 40% | $5,187 | $5,061 | $4,935 | $4,623 |
| Transmission Performance Indicator(2) | 15% | 50 | 100 | 200 | 94 |
| Nuclear Performance Indicator(3) | 15% | 2.77% | 2.00% | 1.23% | 9.84% |
| Power Operations Performance Indicator(4) | 15% | 50 | 100 | 200 | 193 |
| Serious Injury Incident Rate(5) | 15% | 0.04 | 0.02 | 0.00 | 0.01 |
Notes
(1) Strategic Business Unit ("SBU") Controllable Operating & Maintenance ("O&M") and Base Capital Spend equals the total Non-Fuel O&M and Base Capital expenses for corporate and operational SBU organizations (excludes Board of Directors).
(2) Transmission Performance Indicator is an aggregate measure of the overall reliability of TVA's transmission system. See Transmission Performance Indicator below.
(3) The Nuclear Performance Indicator is the Annualized Online Reliability Loss Factor, which is the 12-month ratio of all generation losses minus refueling outage ("RFO") and exempt losses to reference energy generation minus RFO and exempt losses in a normal fuel cycle period, per standard industry guidelines. This measure monitors performance between refueling outages to obtain high unit and energy production reliability.
(4) The Power Operations Performance Indicator is an aggregate measure of the overall reliability of TVA's power operations generation fleet based on key performance measures in Gas, Hydro, and Coal that are intended to ensure that TVA's fleet of power operations generation assets is available and reliable to meet system demand. See Power Operations Performance Indicator below.
(5) The Serious Injury Incident Rate is a mathematical calculation used by Edison Electric Institute that quantifies the extent of injury for serious injuries and fatalities from events within the control of the employee and/or the employer.
| Transmission Performance Indicator | Weight | Threshold | Target | Stretch | Actual |
|---|---|---|---|---|---|
| Load Not Served(1) | 60% | 4.4 | 3.7 | 3.1 | 3.7 |
| Outages per Hundred Miles per Year(2) | 20% | 2.86 | 2.63 | 2.40 | 2.76 |
| Connection Point Interruption Frequency(3) | 20% | 0.67 | 0.57 | 0.47 | 0.57 |
Notes
(1) Load Not Served ("LNS") is a measure of the magnitude and duration of transmission system outages that affect TVA customers expressed in system minutes. TVA manages this critical indicator to reduce the impact of customer outages. An automatic customer interruption with a duration of one minute or greater is tracked as an LNS event. LNS events caused by TVA on a distributor system will also count as a TVA event even if the TVA system remains energized. LNS excludes interruptions due to declared major events, variances, verified tornadoes, gunfire, vandalism, ice formation, and foreign object/vehicle.
(2) Outages per Hundred Miles per Year ("OHMY") is the number of automatic interruptions (sustained and momentary) to lines greater than or equal to 100-kV per 100 miles of transmission line per year. OHMY excludes interruptions due to declared major events, variances, verified tornadoes, gunfire, vandalism, ice formation, foreign object/vehicle, and nested interruptions.
(3) Connection Point Interruption Frequency ("CPIF") measures reliability from the customer's perspective. CPIF tracks interruptions of power, including momentary interruptions, at connection points caused by the transmission system. CPIF includes automatic and emergency forced outages and excludes prearranged (scheduled or planned) and operational outages as well as interruptions due to declared major events, variances, verified tornadoes, gunfire, vandalism, ice formation, and foreign object/vehicle.
| Power Operations Performance Indicator | Weight | Threshold | Target | Stretch | Actual |
|---|---|---|---|---|---|
| Combined Cycle Equivalent Forced Outage Rate(1) | 45% | 5.5% | 4.5% | 2.7% | 1.8% |
| Hydro Equivalent Forced Outage Rate(2) | 25% | 6.0% | 5.6% | 3.2% | 2.0% |
| Coal Equivalent Forced Outage Rate(3) | 25% | 13.9% | 11.0% | 8.1% | 6.0% |
| Combustion Turbine Economic Starting Reliability(4) | 5% | 99.1% | 99.4% | 99.7% | 99.1% |
Notes
(1) Combined Cycle Equivalent Forced Outage Rate (“EFOR”) measures the generation lost due to forced events as a percentage of time the unit would have been scheduled to run for TVA-operated combined cycle generating assets, based on Generating Availability Data System (“GADS”) event reporting guidelines for megawatt hour losses. Combined Cycle EFOR excludes GADS events classified as outside management control and variances.
(2) Hydro EFOR reflects the percentage of time over a given period that a generating unit is in forced outage. This measure includes startup failures and is based on GADS event reporting guidelines for megawatt hour losses. Hydro EFOR excludes GADS events classified as outside management control and variances.
(3) Coal EFOR reflects the percentage of time over a given period that a generating unit is in forced outage. This measure includes startup failures and is based on GADS event reporting guidelines for megawatt hour losses. Coal EFOR excludes GADS events classified as outside management control and variances.
(4) Combustion Turbine ("CT") Economic Starting Reliability reflects the percentage of successful attempts to start up a unit for generation, performance testing, or black start over a given period that a generating unit was available for TVA-operated CT assets. Total unit performance tests demonstrate that a unit will start and perform as intended. Black start tests demonstrate that a unit will start without relying on external power and perform as intended. CT Economic Starting Reliability excludes GADS events classified as outside management control and variances.
In setting the goal for each measure, consideration is given to TVA's historic performance, its strategic business plan priorities and strategic benchmarking goals, customer and stakeholder feedback, environmental and regulatory concerns and goals, and the competitive environment. Achievement of the target goal would result in a 100 percent payout with respect to that goal. A threshold goal is also set for each measure, so that no award payout would occur with respect to a measure when
performance fails to achieve that threshold. Correspondingly, performance that equals or exceeds the stretch goal for each measure can result in a maximum earned award for that measure. A stretch goal for each measure is set to incentivize and reward exceptional performance. Linear interpolation is used for results between threshold and stretch goals.
2025 Enterprise Scorecard Results. The performance results on the 2025 TVA Enterprise Scorecard are set forth below. TVA's Enterprise Scorecard is based on a scale of 0 percent to 200 percent for all participants other than the retired CEO and resulted in a 145.6 percent of target opportunity payout. For the retired CEO, TVA's Enterprise Scorecard is based on a scale of 0 percent to 150 percent and resulted in a 114.8 percent of target opportunity payout.
Individual Performance Multiplier. Annually, individual goals for the NEOs are established at the beginning of each performance cycle. These goals tie to the achievement of TVA's mission and strategic priorities. The NEOs are evaluated on these individual performance goals and TVA established leadership competencies.
At the end of the performance period, the CEO assesses the performance of the other NEOs and determines any individual multiplier, in consultation with the Committee. For each NEO, the individual performance multiplier can range between 0 percent to 150 percent of the calculated payout and can be used to reduce (multiplier below 100 percent) or increase (multiplier above 100 percent) the amount of the award. The CEO reviews his or her direct reports' performance with the Committee prior to finalizing end of year payouts for the CEO's direct reports, informs the Committee of any discretion under consideration, and determines final payouts after informing the Committee Chair and the Committee's independent compensation consultant.
For the CEO individual performance multiplier, each TVA Board member assesses the CEO's performance at the end of a performance period (fiscal year-end). Results of the assessment are provided to the Committee Chair who, with concurrence of the TVA Board Chair and input from other TVA Board members, determines the CEO's annual performance rating. The Committee then recommends to the full TVA Board payouts to the CEO under the EAIP.
Award payouts under the 2025 EAIP are below and are reported in the "Non-Equity Incentive Plan Compensation" column in the Executive Compensation Tables and Narrative Disclosures— Summary Compensation Table. TVA's achievement against its Enterprise Scorecard is reflected below, as well as individual performance multipliers for each NEO.
In reviewing the 2025 performance period, the TVA Board considered strong performance for SBU Controllable O&M and Base Capital Spend, Serious Injury Incident Rate, and Power Operations Performance Indicator. The TVA Board also considered advances in TVA’s business development strategy, including securing strategic partnerships with Kairos Power, ENTRA1 Energy, and Oklo Inc. In addition, slightly below target performance for Transmission Performance Indicator and below threshold performance for External Performance Indicators for the TVA Nuclear Fleet were considered. Below are the EAIP award calculations for this performance period.
| 2025 EAIP Award Calculation | ||||||
|---|---|---|---|---|---|---|
| NEO | Salary(1) | Target EAIP Incentive Opportunity (% of Salary)(2) | Target EAIP Payout | Scorecard Results (3) | Individual Performance Multiplier("IPM") | Actual EAIP Award Payout (4) |
| Donald A. Moul(5) | $1,200,000 | 110% | $969,280 | 145.6% | 100% | $1,411,271 |
| Jeffrey J. Lyash(6) | 1,227,000 | 150% | 1,112,390 | 114.8% | 100% | 1,277,024 |
| Thomas C. Rice(7) | 705,000 | 75% | 379,560 | 145.6% | 115% | 635,536 |
| John M. Thomas, III(8) | 937,881 | 80% | 342,172 | 145.6% | 100% | 498,202 |
| Matthew M. Rasmussen(9) | 668,000 | 60% | 297,738 | 145.6% | 100% | 433,507 |
| Rebecca C. Tolene(10) | 665,000 | 70% | 229,994 | 145.6% | 100% | 334,872 |
| Jeremy P. Fisher(11) | 500,000 | 60% | 228,288 | 145.6% | 115% | 382,246 |
| Timothy S. Rausch | 683,040 | 70% | 478,128 | 145.6% | 100% | 696,154 |
| David B. Fountain(12) | 687,618 | 70% | 333,230 | 145.6% | 100% | 485,183 |
Notes
(1) Represents the salary associated with the NEO’s last position held in 2025.
(2) Represents the Target EAIP Incentive Opportunity associated with the NEO’s last position held in 2025.
(3) This column reflects the percent of Enterprise Scorecard results approved by the TVA Board. The EAIP Award for the retired CEO was calculated in the same manner as that of each NEO, except that his award was calibrated using a Scorecard Achievement range of 0 percent to 150 percent instead of 0 percent to 200 percent.
(4) The maximum EAIP payout for the retired CEO cannot exceed 150 percent of target, and the maximum EAIP payout for all other participants cannot exceed 225 percent of target. There is no guaranteed minimum payout under the EAIP.
(5) Mr. Moul's Target EAIP Payout was prorated based on time in position, April 9, 2025 through September 30, 2025. Target for a full performance period would be $1,320,000.
(6) Mr. Lyash's Target EAIP Payout was prorated based on retirement, October 1, 2024 through April 30, 2025. Target for a full performance period would be $1,840,500.
(7) Mr. Rice's Target EAIP Payout was prorated based on time in position, January 27, 2025 through September 30, 2025. Target for a full performance period would be $528,750.
(8) Mr. Thomas's Target EAIP Payout was prorated based on retirement, October 1, 2024 through March 7, 2025. Target for a full performance period would be $750,305.
(9) Mr. Rasmussen's Target EAIP Payout was prorated based on time in position, July 28, 2025 through September 30, 2025. Target for a full performance period would be $400,800.
(10) Ms. Tolene's Target EAIP Payout was prorated based on time in position, April 3, 2025 through September 30, 2025. Target for a full performance period would be $465,500.
(11) Mr. Fisher's Target EAIP Payout was prorated based on time in position, July 28, 2025 through September 30, 2025. Target for a full performance period would be $300,000.
(12) Mr. Fountain's Target EAIP Payout was prorated based on separation from service, October 1, 2024 through June 1, 2025. Target for a full performance period would be $481,333.
Long-Term Incentive Plan
TVA executives, including the NEOs, participate in the company's LTIP. These individuals make decisions that significantly influence the development and execution of TVA's long-term strategic objectives. As such, awards under TVA's LTIP are designed to reward executives for sustainable success. Since long-term success is supported by a commitment to continued employment, the NEOs are incentivized to remain with the company through the vesting of the LTP awards and LTR awards, as discussed below:
Enterprise-wide performance criteria are directly aligned with TVA's mission
"Cumulative" performance approach measures performance achieved over a three-year period with a new three-year performance cycle beginning each year
Potential LTP payments range from 0 percent to 200 percent of target incentive opportunity to enable awards that are commensurate with performance achievements (0 percent to 150 percent for the retired CEO)
Award opportunities are established for each performance cycle below or near median levels of competitiveness with TVA's peer group
LTP awards vest upon the completion of the three-year performance period, contingent upon continued employment through vesting date and subject to achievement of performance goals
LTR awards vest in one-third increments over three years, contingent upon continued employment through each vesting date
LTP Grants and Vested Awards. TVA's executive compensation program provides for an annual LTP grant, which yields a vested award following a three-year performance period.
The performance measures and threshold, target, and stretch goals for each measure are determined annually by the TVA Board. In setting the goal for each measure, the TVA Board considers budgeted amounts in the company's approved business plans, actual performance in recent years, and level of attainment. The TVA Board also considers TVA's strategic business plan priorities and strategic benchmarking goals, customer and stakeholder feedback, environmental and regulatory concerns and goals, and the competitive environment.
Following the TVA Board's approval of performance achievement at the end of each three-year performance period, awards are paid out in cash early in the subsequent fiscal year, or upon death, disability, or retirement, as described in TVA's LTIP. For the 2023–2025 LTP award cycle, target performance provides for a 100 percent payout opportunity, performance below threshold provides for no payout, performance at threshold provides for a 50 percent payout opportunity, and performance at stretch provides for a 200 percent payout opportunity (for all eligible participants, except the retired CEO). LTP Incentive awards for the retired CEO are calculated in the same manner except that the scorecard achievement ranges from 0 percent to 150 percent instead of 0 percent to 200 percent.
Linear interpolation is used for results between threshold and stretch goals. The TVA Board may apply discretion, based on consideration of corporate factors and events that are significant during the Performance Cycle but not included or captured in the performance goals and performance measures, to reduce or increase the final LTP incentive awards for any or all participants as long as the final awards do not exceed the maximum amounts described above.
| LTP Incentive Amount | = | TargetValue | × | Percent of LTI Scorecard Opportunity Achieved (0% to 200%) |
|---|
For the three-year performance period ended September 30, 2025, the TVA Board previously approved four overall TVA performance measures to be applied to all participants in the LTP. The 2023–2025 performance measures and the reasons for using these measures are described in the table below.
| Long-Term Incentive Measures | Why is this Measure Used? |
|---|---|
| Non-Fuel Delivered Cost of Power | This measure drives performance through activities that management can control. Italigns with TVA's strategic objective of maintaining low rates and focuses on aligning TVA’s non-fuel costs associated with generation, transmission, statutory mission services, and additional customer services with revenue. Non-Fuel Delivered Cost of Power supports retail rate objectives and aligns to the business plan commitment. |
| Load Not Served | TVA manages this critical indicator to reduce the impact of customer outages. |
| External Performance Indicators for the TVA Nuclear Fleet | This measure is a recognized industry standard for nuclear operations performance based on safety and reliability. |
| Powerful Partnerships Survey | This measure supports the effective management of TVA's reputation and ability to achieve desired outcomes and deliver on strategic priorities with stakeholders. |
The 2023–2025 performance measures, along with the weighting ascribed to each and actual performance, are shown below.
| Long-Term Incentive Measures | Weight | Threshold(50% Payout) | Target(100% Payout) | Stretch (5)(200% Payout) | Actual |
|---|---|---|---|---|---|
| Non-Fuel Delivered Cost of Power(1) | 45% | 3.44 | 3.31 | 3.18 | 3.39 |
| Load Not Served(2) | 30% | 4.5 | 3.9 | 3.2 | 3.0 |
| External Performance Indicators for the TVA Nuclear Fleet(3) | 15% | 94.4 | 96.0 | 98.6 | 82.3 |
| Powerful Partnerships Survey(4) | 10% | 75.0 | 79.0 | 83.0 | 76.7 |
Notes
(1) Non-Fuel Delivered Cost of Power = (Non-Fuel Operating and Maintenance Expense + Base Capital Cost + Interest Expense + Other Expense) / Budgeted Electric Power Sales. For the 2023-2025 performance cycle, the Non-Fuel Delivered Cost of Power measure will be calculated using an average of the 2023, 2024, and 2025 results.
(2) Load Not Served = (Percentage of Total Load Not Served) x (Number of Minutes in the Period). For the 2023-2025 performance cycle, the Load Not Served measure will be calculated using an average of the 2023, 2024, and 2025 results.
(3) The External Performance Indicators for TVA Nuclear Fleet measure is calculated using a weighted combination of key performance indicators based on standard nuclear industry definitions for station performance, with the maximum obtainable being 100 points. For the 2023-2025 performance cycle, the External Performance Indicators for the TVA Nuclear Fleet measure will be calculated based on 2025 results.
(4) The Powerful Partnerships Survey measure is conducted among customers, elected officials, business and economic development leaders, and the general
public in the TVA service area to assess the strength of various stakeholder relationships with TVA. For the 2023-2025 performance cycle, the Powerful
Partnerships Survey measure will be calculated using an average of the 2023, 2024, and 2025 results.
(5) The Stretch Payout for the retired CEO is 150 percent.
Consistent with its public power mission, TVA's LTP measures include the results of surveys that assess the external reputation and perception of TVA and TVA's effectiveness in carrying out its mission and strategic objectives. These measures reflect TVA's focus on meeting or exceeding customer expectations and identifying areas for continuous improvement.
2023–2025 LTP Award Performance Results. The performance results under the 2023–2025 TVA Long-Term Performance Scorecard are below. TVA's LTP Scorecard is based on a range of 0 percent to 200 percent for all participants other than the retired CEO and resulted in a payout of 98 percent of target opportunity. For the retired CEO, TVA's LTP Scorecard is based on a scale of 0 percent to 150 percent, and resulted in an adjusted payout of 83 percent of target opportunity.
In reviewing the 2023–2025 performance period, the TVA Board considered strong performance in two areas along with below threshold performance for External Performance Indicators for the TVA Nuclear Fleet and slightly below target performance for the Powerful Partnerships Survey. Below are key highlights for this performance period:
Strong transmission grid system reliability performance
Financial performance
–Remained in sound financial health
–Maintained competitiveness in total effective power rates
–Maintained alignment with debt and long-term financial plan
–TVA's residential customers pay rates lower than those of 80% of the top 100 U.S. utilities
–TVA's industrial customers pay rates lower than those of 90% of the top 100 U.S. utilities
Customer relationships
–97% of 153 LPCs have signed 20-year Partnership Agreements with TVA
–Continued active engagement with stakeholders as shown in the Powerful Partnership Survey results just below target
Continued economic development efforts
–In 2025, companies announced projected capital investments of over $6.6 billion and are expected to create 9,316 jobs and retain 43,254 jobs
Lower than threshold External Performance Indicators for the TVA Nuclear Fleet due to unplanned outages and derates at all sites.
Based on overall performance for the 2023–2025 LTIP cycle, the TVA Board approved the calculated payout of 98 percent for all participants, except for the retired CEO. For the retired CEO, the TVA Board approved the calculated payout of 83 percent, which reflects the LTP Scorecard range of 0 percent to 150 percent for the retired CEO. NEO award payouts are detailed below and in the Executive Compensation Tables and Narrative Disclosures – Summary Compensation Table under "Non-Equity Incentive Plan Compensation."
| NEO | 2023–2025 LTP Award Calculation | ||
|---|---|---|---|
| LTP Target · Scorecard Results Percent of OpportunityAchieved · LTP Award Payout | |||
| Donald A. Moul | $1,425,000 | 98% | $1,396,500 |
| Jeffrey J. Lyash(1)(2) | 3,429,806 | 83% | 2,846,739 |
| Thomas C. Rice | 342,870 | 98% | 336,013 |
| John M. Thomas, III(2) | 1,147,917 | 98% | 1,124,959 |
| Matthew M. Rasmussen | 300,000 | 98% | 294,000 |
| Rebecca C. Tolene | 145,000 | 98% | 142,100 |
| Jeremy P. Fisher | 250,000 | 98% | 245,000 |
| Timothy S. Rausch | 725,000 | 98% | 710,500 |
| David B. Fountain(3) | — | —% | — |
Note
(1)Mr. Lyash's LTP award was calculated in the same manner as that of each NEO, except that his award was calibrated using a Scorecard Achievement range of 0 percent to 150 percent instead of 0 percent to 200 percent. For Mr. Lyash, the maximum LTP award is 150 percent of the LTP incentive target.
(2) LTP Target is prorated due to retirement in 2025.
(3) Mr. Fountain separated from service before his 2023 - 2025 LTP Award vested.
Performance Measures for Future Performance Cycles. For the three-year performance cycles ending on September 30, 2026, September 30, 2027, and September 30, 2028, the Board has approved the use of the following performance goals: Total Spend, Carbon-Free Performance Indicator, and Powerful Partnerships Survey, which are weighted at 60 percent, 20 percent, and 20 percent, respectively.
LTR Grants and Vested Awards. As a corporate agency of the U.S., TVA does not have equity securities that it can use to provide stock awards, options, or other equity-based awards as compensation for its employees. The purpose of the retention grants under the LTIP is to provide a "fixed" retention incentive similar to restricted stock or restricted stock units. These grants are intended to encourage executives to remain with TVA and to provide, in combination with salary, EAIP, and LTP grants, a competitive level of TDC. LTR awards vest ratably over a three-year period, subject to continued employment on each vesting date. The grants are generally effective as of October 1 and the one-third vesting is on each subsequent September 30 or upon death, disability, or retirement if earlier on a pro-rated basis. Each award will be paid in a lump sum within two months of vesting.
LTR awards that vested in 2025 are described below and reported in the Executive Compensation Tables and Narrative Disclosures— Summary Compensation Table under "Non-Equity Incentive Plan Compensation." Total 2025 LTR Earned reflects vested tranches (one-third) of 2023, 2024, and 2025 LTR program awards.
| 2025 LTR Vested Awards Payout | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| NEO · 2023 LTR Award · 2024 LTR Award · 2025 LTR Award · 2023 LTR Tranche Vested(1) · 2024 LTR Tranche Vested(2) · 2025 LTR Tranche Vested(3) · Total 2025 LTR Earned | |||||||||
| Donald A. Moul | $785,000 | $984,000 | (5) | $1,050,000 | $261,667 | $350,000 | $350,000 | $961,667 | |
| Jeffrey J. Lyash(4) | 1,707,000 | 1,707,000 | 1,707,000 | 331,917 | 331,917 | 331,917 | 995,751 | ||
| Thomas C. Rice | 91,296 | (5) | 393,666 | (5) | 558,000 | 47,963 | 186,000 | 186,000 | 419,963 |
| John M. Thomas, III(4) | 600,000 | 700,000 | 700,000 | 83,333 | 97,222 | 97,222 | 277,777 | ||
| Matthew M. Rasmussen | 129,000 | 263,000 | (5) | 327,000 | 43,000 | 109,000 | 109,000 | 261,000 | |
| Rebecca C. Tolene | 63,000 | 303,000 | (5) | 387,000 | 21,000 | 140,000 | 129,000 | 290,000 | |
| Jeremy P. Fisher | 99,000 | 149,000 | (5) | 174,000 | 33,000 | 58,000 | 58,000 | 149,000 | |
| Timothy S. Rausch | 330,000 | 375,000 | 402,000 | 110,000 | 125,000 | 134,000 | 369,000 | ||
| David B. Fountain(6) | — | — | — | — | — | — | — | ||
Note
(1) Third installment of 2023 LTR.
(2) Second installment of 2024 LTR.
(3) First installment of 2025 LTR.
(4) LTR Tranche Vested is prorated due to retirement in 2025.
(5) The LTR award is prorated based on time in position.
(6) Mr. Fountain separated from service before his LTR awards for 2025 vested.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.