Tennessee Valley Authority 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures TVA maintains disclosure controls and procedures designed to ensure that information required to be disclosed by TVA in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms, and is accumulated and communicated to TVA's management, as appropriate, to allow timely decisions regarding required disclosure. TVA's management, including the President and Chief Executive Officer, the Executive Vice President and Chief Financial and Strategy Officer, and members of the Disclosure Control Committee, including the Vice President and Controller (Principal Accounting Officer) (collectively "management"), evaluated the effectiveness of TVA's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2022. Based on this evaluation, management concluded that TVA's disclosure controls and procedures were effective as of September 30, 2022. Internal Control over Financial Reporting (a) Management's Annual Report on Internal Control over Financial Reporting TVA's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) and required by Section 404 of the Sarbanes-Oxley Act. TVA's internal control over financial reporting is designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles generally accepted in the United States of America ("GAAP"). Because of the inherent limitations in all control systems, internal control over financial reporting and systems may not prevent or detect misstatements. TVA's management, including the President and Chief Executive Officer, the Executive Vice President and Chief Financial and Strategy Officer, and members of the Disclosure Control Committee, including the Vice President and Controller (Principal Accounting Officer), evaluated the design and effectiveness of TVA's internal control over financial reporting as of September 30, 2022, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, TVA's management concluded that TVA's internal control over financial reporting was effective as of September 30, 2022. Although the effectiveness of internal control over financial reporting was not required to be subject to attestation by TVA's independent registered public accounting firm, TVA has chosen to obtain such a report. Ernst & Young LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report, has issued an attestation report on TVA's internal control over financial reporting. (b) Changes in Internal Control over Financial Reporting During the quarter ended September 30, 2022, there were no changes in TVA's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, TVA's internal control over financial reporting. 156 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors of Tennessee Valley Authority Opinion on Internal Control over Financial Reporting We have audited Tennessee Valley Authority’s internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Tennessee Valley Authority (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2022, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), changes in proprietary capital and cash flows for each of the three years in the period ended September 30, 2022, and the related notes and our report dated November 14, 2022 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Chattanooga, Tennessee November 14, 2022 157 Table of Contents ITEM 9B. OTHER INFORMATION 2023 CEO Compensation On November 10, 2022, the TVA Board approved adjustments to the compensation of Chief Executive Officer ("CEO") Jeffrey J. Lyash for 2023. The following sets forth the components of Mr. Lyash's 2023 target total direct compensation ("TDC"), effective October 1, 2022: • Salary increased from $1,152,250 to $1,227,000. • Long-term performance ("LTP") grant of $3,983,000, which will vest on September 30, 2025. • Long-term retention ("LTR") grant of $1,707,000, which will vest in three equal increments on September 30, 2023, September 30, 2024, and September 30, 2025. No adjustments were made to any other existing elements of compensation for Mr. Lyash for 2023. Compensation Adjustments for Other NEOs On November 10, 2022, CEO Jeffrey J. Lyash approved compensation adjustments for the following Named Executive Officers ("NEOs") for 2023. (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 2023, effective October 1, 2022: John M. Thomas, III • Salary increased from $795,600 to $835,380. • LTP grant of $1,425,000, which will vest on September 30, 2025. • LTR grant of $600,000, which will vest in three equal increments on September 30, 2023, September 30, 2024, and September 30, 2025. Donald A. Moul • Salary increased from $765,000 to $795,600. • LTP grant of $1,425,000, which will vest on September 30, 2025. • LTR grant of $785,000, which will vest in three equal increments on September 30, 2023, September 30, 2024, and September 30, 2025. Timothy S. Rausch • Salary increased from $569,321 to $637,640. • LTP grant of $725,000, which will vest on September 30, 2025. • LTR grant of $330,000, which will vest in three equal increments on September 30, 2023, September 30, 2024, and September 30, 2025. David B. Fountain • Salary increased from $577,800 to $629,802. • LTP grant of $970,000, which will vest on September 30, 2025. • LTR grant of $390,000, which will vest in three equal increments on September 30, 2023, September 30, 2024, and September 30, 2025. No adjustments were made to any other existing elements of compensation for these NEOs for 2023. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 158 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Directors The Tennessee Valley Authority Act of 1933, as amended (the "TVA Act") provides that the Tennessee Valley Authority ("TVA") will be administered by a board of nine part-time members appointed by the President of the United States ("U.S.") with the advice and consent of the U.S. Senate. The Chair of the TVA Board of Directors ("TVA Board") is selected by the members of the TVA Board. Under the TVA Act, to be eligible to be appointed as a member of the TVA Board, an individual (i) must be a U.S. citizen; (ii) must have management expertise relative to a large for-profit or nonprofit corporate, government, or academic structure; (iii) cannot be a TVA employee; (iv) must make a full disclosure to Congress of any investment or other financial interest that the individual holds in the energy industry; and (v) must affirm support for the objectives and missions of TVA, including being a national leader in technological innovation, low-cost power, and environmental stewardship. In addition, the President of the U.S., in appointing members of the TVA Board, must (i) consider recommendations from other public officials such as the Governors of the states in TVA's service area; individual citizens; business, industrial, labor, electric power distribution, environmental, civic, and service organizations; and the congressional delegations of the states in TVA's service area; and (ii) seek qualified members from among persons who reflect the diversity, including geographical diversity, and needs of TVA's service area. At least seven of the nine TVA Board members must be legal residents of the TVA service area. Currently, TVA has five active TVA Board members. TVA Board members serve five-year terms, and at least one member's term ends each year. After a member's term ends, the member is permitted under the TVA Act to remain in office until the earlier of the end of the then-current session of Congress or the date a successor takes office. The TVA Board, among other things, establishes broad goals, objectives, and policies for TVA; develops long-range plans to guide TVA in achieving these goals, objectives, and policies; approves annual budgets; and establishes a compensation plan for employees. The terms of John L. Ryder and Kenneth E. Allen as members of the TVA Board ended January 3, 2022, with the adjournment of the most recent session of Congress. There are currently five TVA Board members; however, the terms of two additional TVA Board members – Jeff W. Smith and A.D. Frazier – expired on May 18, 2022, although they are permitted under the TVA Act to remain in office until the earlier of the end of the current session of Congress or the date a successor takes office. Under the TVA Act, a quorum of the TVA Board is five members. The TVA Board is responsible for, among other things, establishing the rates TVA charges for power as well as TVA's long-term objectives, policies, and plans. Accordingly, loss of a quorum for an extended period of time would impair TVA's ability to change rates and to modify these objectives, policies, and plans. See Item 1A, Risk Factors — Human Capital and Management Risks — Loss of a quorum of the TVA Board could limit TVA’s ability to adapt to meet changing business conditions . The TVA Board as of November 14, 2022, consisted of the following five individuals with their ages and terms of office provided: Directors Age Year Current Term Began Year Term Expires William B. Kilbride, Chair (1) 71 2019 2023 A.D. Frazier 78 2018 2022 Beth Harwell 65 2021 2024 Brian Noland 54 2020 2024 Jeff W. Smith 63 2018 2022 Notes (1) Mr. Kilbride assumed the Board Chair role on August 19, 2021. Mr. Kilbride of Chattanooga, Tennessee, joined the TVA Board in August 2019 and assumed the Board Chair role in August 2021. He served as the president and CEO of the Chattanooga Area Chamber of Commerce from July 2014 until his retirement in January 2017, where he led multiple initiatives to attract and retain business to southeast Tennessee. He previously served as the president of the Mohawk Home, a division of Mohawk Industries, Inc. from 1992 to 2014 after earlier holding positions with Chemical Bank, Dean Witter Reynolds Financial Services, and the New York Stock Exchange. Mr. Frazier of Mineral Bluff, Georgia, joined the TVA Board in January 2018. Since July 2012, he has served as President Emeritus of Georgia Oak Partners, LLC, a private equity company. Mr. Frazier previously held a number of other executive management positions, including chair and Chief Financial Officer ("CFO") of the Chicago Stock Exchange, chair and Chief Executive Officer ("CEO") of Danka Business Systems, a reseller of high-end photocopying equipment, president of Caremark, a pharmacy benefit management company, and COO of the Atlanta Committee for the 1996 Olympic Games. Dr. Harwell of Nashville, Tennessee, joined the TVA Board in January 2021. She has served as a distinguished visiting professor at Middle Tennessee State University since the fall of 2019. She previously served as the speaker of the Tennessee 159 Table of Contents House of Representatives, from 2011 until 2019, while serving as a state representative for the 56 th District of Tennessee for nearly 30 years. She has also chaired the Tennessee Republican Party and served as an assistant professor of political science at Belmont University, as well as in a variety of additional roles in both education and public service. Dr. Noland of Johnson City, Tennessee, joined the TVA Board in December 2020. Since January 2012, he has served as the ninth president of East Tennessee State University. He previously served as Chancellor of the West Virginia Higher Education System for six years. In 2018, he was elected to the board of the American Council on Education. In addition, he serves on the boards of a number of other educational and civic organizations, as well as an Institute of Higher Education fellow at the University of Georgia. Mr. Smith of Knoxville, Tennessee, joined the TVA Board in January 2018. From April 2000 to his retirement in April 2021, Mr. Smith served as the deputy for operations at Oak Ridge National Laboratory ("ORNL"). From April 2001 to April 2021, he also served as the President of UT-Battelle Development Corporation, an entity established to develop privately constructed facilities at ORNL. During a six-month special assignment in 2002, he assisted with the creation of the U.S. Department of Homeland Security. Executive Officers TVA's executive officers as of November 14, 2022, their titles, their ages, and the date their employment with TVA commenced are as follows: Executive Officers Title Age Employment Commenced Jeffrey J. Lyash President and Chief Executive Officer 61 2019 John M. Thomas, III Executive Vice President and Chief Financial and Strategy Officer 58 2005 Donald A. Moul Executive Vice President and Chief Operating Officer 57 2021 Timothy S. Rausch Executive Vice President and Chief Nuclear Officer 58 2018 David B. Fountain Executive Vice President and General Counsel 55 2020 Susan E. Collins Executive Vice President and Chief People and Communications Officer 56 2014 Jeannette Mills Executive Vice President and Chief External Relations Officer 55 2020 Diane T. Wear Vice President and Controller (Principal Accounting Officer) 54 2008 Mr. Lyash has served as TVA's President and CEO since April 2019. He previously served as the President and Chief Executive Officer of Ontario Power Generation Inc. ("OPG"), an electric utility, from August 2015 until April 2019. Prior to joining OPG, Mr. Lyash served as the President of the Power Business Unit of Chicago Bridge & Iron Company N.V., an engineering, procurement, and construction company, from July 2013 to August 2015, as Executive Vice President of Energy Supply for Duke Energy Corporation, an electric utility, from July 2012 to December 2012, and as Executive Vice President of Energy Supply for Progress Energy, Inc. ("Progress Energy"), an electric utility, from June 2010 to July 2012. Mr. Lyash joined Progress Energy (formerly Carolina Power & Light Company) in 1993 and held a number of other positions before assuming the role of Executive Vice President of Energy Supply, including Executive Vice President of Corporate Development from July 2009 to June 2010, President and Chief Executive Officer of Progress Energy Florida, Inc., from June 2006 to July 2009, Senior Vice President of Energy Delivery for Progress Energy Florida, Inc., from November 2003 to June 2006, and Vice President of Transmission for Progress Energy Carolinas, Inc., from January 2002 to October 2003. He also held a wide range of management and executive roles in Progress Energy's nuclear program, including Operations Manager, Engineering Manager, Plant Manager, and Director of Site Operations. Mr. Lyash began his career in the utility industry in 1981 and worked for Pennsylvania Power & Light before joining the U.S. Nuclear Regulatory Commission ("NRC"), where he worked from 1984 to 1993. While at the NRC, Mr. Lyash held a number of senior technical and management positions and also worked from June 1984 to May 1985 as an engineer at Browns Ferry Nuclear Plant while on loan to TVA. Mr. Lyash has served as a director for the Electric Power Research Institute ("EPRI") since 2015 and is currently Chair of the EPRI Board, and he has served as a director for Granite Construction Inc. since June 2018. Mr. Thomas was named Executive Vice President and Chief Financial and Strategy Officer ("CFSO") in June 2021. Mr. Thomas served as Executive Vice President and CFO from February 2012 to June 2021, as CFO from June 2010 to February 2012, as Executive Vice President of People and Performance from January 2010 to June 2010, as Senior Vice President, Corporate Governance and Compliance from July 2009 to January 2010, as Controller and Chief Accounting Officer from January 2008 to September 2009, and as the General Manager, Operations Business Services from November 2005 to January 2008. Prior to joining TVA, Mr. Thomas was CFO during 2005 for Benson Security Systems. He was also the Controller of Progress Fuels Corporation from 2003 to 2005 and Controller of Progress Ventures, Inc. from 2001 to 2002, both subsidiaries of Progress Energy. Mr. Rausch was named Executive Vice President and Chief Nuclear Officer in November 2020. Mr. Rausch joined TVA in October 2018 as Senior Vice President and Chief Nuclear Officer. Before joining TVA, Mr. Rausch served as the Senior Vice President and Chief Nuclear Officer of Talen Energy Corporation from June 2015 until September 2018 and as the Senior Vice 160 Table of Contents President and Chief Nuclear Officer of PPL Generation, LLC from July 2009 to June 2015. Mr. Rausch has 25 years of experience in virtually all the disciplines of the nuclear power industry, including roles as Site Vice President, Plant General Manager, and Director of Engineering. Mr. Fountain was named Executive Vice President and General Counsel in March 2021. Mr. Fountain joined TVA in June 2020 as the Senior Vice President and Vice General Counsel. Prior to joining TVA, Mr. Fountain served in various leadership roles for more than 20 years with Duke Energy and predecessor companies Progress Energy and Carolina Power & Light. Most recently, Mr. Fountain served as Senior Vice President, Legal, Corporate Secretary, and Chief Ethics and Compliance Officer at Duke Energy from November 2018 to May 2020 and as President of Duke Energy North Carolina from August 2015 to November 2018. Mr. Moul was named Executive Vice President and Chief Operating Officer in June 2021. Before joining TVA, Mr. Moul served as the Executive Vice President, Nuclear Division and Chief Nuclear Officer at NextEra Energy Inc. from January 2020 to May 2021 and as the Vice President and Chief Nuclear Officer of NextEra Energy Inc. from May 2019 to December 2019. He previously held various roles at several subsidiaries of FirstEnergy Corp. Mr. Moul served as Executive on Special Assignment of FirstEnergy Solutions Corp. from March 2019 to May 2019, President and Chief Nuclear Officer of FirstEnergy Generation Companies from March 2018 to March 2019, President of FirstEnergy Generation LLC from April 2017 to March 2018, and Senior Vice President, Fossil Operations and Environmental of FirstEnergy Solutions from August 2015 to April 2017. Ms. Collins was named Executive Vice President and Chief People and Communications Officer in November 2020. Ms. Collins joined TVA in May 2014 as Vice President of Human Resources, she was named Senior Vice President and Chief Human Resources Officer in February 2016, and she was named Senior Vice President, Chief Human Resources and Communications Officer in June 2019. Before joining TVA, Ms. Collins served as Senior Vice President of Human Resources for Constellation Energy Nuclear Group, LLC from 2009 to 2014 and as Vice President of Human Resources for Constellation Energy from 2008 to 2009. Ms. Mills was named TVA's Executive Vice President and Chief External Relations Officer in February 2020. Most recently, from 2017 until arriving at TVA, Ms. Mills served as the Senior Vice President of Safety, Health, Environmental and Assurance for the U.S. region at National Grid Group, the United Kingdom's largest investor-owned utility. Beginning in June 2015, she served as a Commissioner on the Maryland Public Service Commission, providing regulatory oversight of gas, electric, telephone, water, sewage disposal, and transportation companies. Ms. Mills spent 25 years of her career at Baltimore Gas and Electric, starting as an associate engineer and steadily progressing through positions of increasing responsibility to ultimately serve as Vice President, Customer Operations and Chief Customer Officer from 2008 to 2013. Ms. Wear has served as TVA's Vice President and Controller since March 2012. Ms. Wear was the Assistant Controller from February 2010 to March 2012. Between April 2008, when she joined TVA, and February 2010, Ms. Wear was the General Manager, External Reporting/Accounting Policy and Research. Prior to joining TVA, Ms. Wear was a Managing Director at PricewaterhouseCoopers LLP. Ms. Wear joined a predecessor firm to PricewaterhouseCoopers LLP in January 1992. Disclosure and Financial Code of Ethics TVA has a Disclosure and Financial Ethics Code ("Financial Ethics Code") that applies to all executive officers (including the CEO, CFO, and Controller) and directors of TVA as well as to all employees who certify information contained in quarterly reports or annual reports or who have responsibility for internal control self-assessments. The Financial Ethics Code includes provisions covering conflicts of interest, ethical conduct, compliance with applicable laws, rules, and regulations, responsibility for full, fair, accurate, timely, and understandable disclosures, and accountability for adherence to the Financial Ethics Code. TVA will provide a current copy of the Financial Ethics Code to any person, without charge, upon request. Requests may be made by calling 888-882-4975 or by sending an e-mail to: investor@tva.com. Any waivers of or changes to provisions of the Financial Ethics Code that require disclosure pursuant to applicable Securities and Exchange Commission requirements will be promptly disclosed to the public, subject to limitations imposed by law, on TVA's website at: www.tva.gov. Information contained on TVA's website shall not be deemed to be incorporated into, or to be a part of, this Annual Report. Committees of the TVA Board The TVA Board has an Audit, Finance, Risk, and Cybersecurity Committee established in accordance with the TVA Act. TVA's Audit, Finance, Risk, and Cybersecurity Committee consists of A.D. Frazier, William B. Kilbride, and Beth Harwell. Director Kilbride is an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K under the Securities Exchange Act of 1934 (the "Exchange Act"). TVA is exempted by Section 37 of the Exchange Act from complying with Section 10A(m)(3) of the Exchange Act, which requires each member of a listed issuer's audit committee to be an independent member of the board of directors of the issuer. The TVA Act contains certain provisions that are similar to the considerations for independence under Section 10A(m)(3) of the Exchange Act, including that to be eligible for appointment to the TVA Board, an individual shall not be an employee of TVA and shall make full disclosure to Congress of any investment or other financial interest that the individual holds in the energy industry. 161 Table of Contents Under Section 10A(m)(2) of the Exchange Act, which applies to TVA, the audit committee is directly responsible for the appointment, compensation, and oversight of the external auditor; however, the TVA Act assigns the responsibility for engaging the services of the external auditor to the TVA Board. The TVA Board has also established the following committees in addition to the Audit, Finance, Risk, and Cybersecurity Committee: • External Stakeholders and Regulation Committee, • People and Governance Committee, and • Operations and Nuclear Oversight Committee. 162 Table of Contents ITEM 11. EXECUTIVE COMPENSATION Compensation Discussion and Analysis This Compensation Discussion and Analysis ("CD&A") provides information on the objectives, goals, and structure of TVA's executive compensation program and the 2022 compensation awarded to TVA's CEO, CFSO, and the three other most highly compensated executive officers serving at the end of 2022. Collectively, these officers are TVA's 2022 Named Executive Officers ("NEOs"): Name Title Employed with TVA since Jeffrey J. Lyash President and CEO 2019 John M. Thomas, III Executive Vice President and Chief Financial and Strategy Officer 2005 Donald A. Moul Executive Vice President and Chief Operating Officer 2021 Timothy S. Rausch Executive Vice President and Chief Nuclear Officer 2018 David B. Fountain Executive Vice President and General Counsel 2020 TVA's Unique Public Power Mission of Service TVA is a corporate agency and instrumentality of the U.S. that was created in 1933 by federal legislation to provide integrated resource management of the Tennessee Valley while improving the lives of the people in the region. This congressional statute directs TVA with the mission of being a national leader in technological innovation, low-cost power, and environmental stewardship. Under federal law, TVA is aligned with other corporate entities as it is required to follow Securities and Exchange Commission reporting requirements, and compensation must be based on prevailing compensation for similar positions in investor-owned companies as well as governmental entities. 163 Table of Contents TVA PUBLIC POWER MISSION - TO SERVE THE PEOPLE OF THE TENNESSEE VALLEY TO MAKE LIFE BETTER Today, TVA operates the nation's largest public power system and is one of the largest U.S. electric utilities in terms of generating capacity. TVA's public power mission sets it apart from its investor-owned peers. As an instrumentality of the federal government, TVA’s mission is to serve the people of the Tennessee Valley. Profits do not go to shareholders, but rather are reinvested back into the Tennessee Valley community and the energy infrastructure that powers it. In doing so, TVA uses no appropriated tax dollars. TVA is self-funded, with virtually all its operations funded through revenue and power system financings . Complexity and Scale Comparable to Investor-Owned Utilities TVA supplies reliable power over 16,000 miles of transmission lines to a population of approximately 10 million people over nearly 80,000 square miles in seven states, employs approximately 10,400 people, and helps recruit and retain billions of dollars in economic development projects annually. The complexity, scale, and scope of its utility operations rival those of the largest U.S. utility companies. Unlike most of its peers, TVA is also responsible for managing and caring for many of the natural resources, including public lands and waters, in the Tennessee Valley region. 164 Table of Contents Energy Delivering reliable, low cost, clean energy Largest Public Power System In the United States 38,111 MW Summer Net Capability One of the Largest Transmission Systems In high voltage lines among United States utilities More than 16,000 miles of transmission lines and 69 interconnections with neighboring electric systems 3rd Largest Electricity Generator In the United States, based on 2021 Total Electric Generation 3rd Largest Nuclear Fleet In the United States, providing 39 percent of the energy produced by TVA in 2022 29 Power-Generating Dams Conventional hydroelectric plants providing 3,754 megawatts of net summer capability 3rd Largest Pumped-Storage Hydro Plant In the United States, capable of producing 1,654 megawatts of net summer capability on demand Generating Assets – Three nuclear sites – Five coal-fired sites – 29 conventional hydroelectric sites – One pumped-storage hydroelectric site – Nine combustion turbine gas sites – Eight combined cycle gas sites – 13 solar installations – One diesel generator site Partnering with 153 Local Power Companies, Every Day We Serve Approximately 10 Million People Over 790,000 Businesses Including 58 directly-served customers - which includes seven federal agencies Across Seven Southeastern States Managing Large, Complex Operations Safely Continued Strong Safety Performance Carbon Reduction Leadership 57% reduction in mass carbon emissions from generation from CY 2005 to CY 2021 165 Table of Contents Environment Caring for the region's natural resources Managing 49 Dams Hydroelectric and non-power Approximately 100 Public Recreation Areas The Tennessee River to provide year-round navigation, flood damage reduction, and affordable and reliable electricity Caring for Over 40,000 Miles of Rivers, Streams, and Tributaries 11,000 Miles of reservoir shoreline 293,000 Acres of reservoir land 650,000 Surface Acres of reservoir water Approximately 800 Miles of Commercially Navigable Waterways Economic Development Creating sustainable economic growth Helping attract Over $10.2 Billion Projected Investments in Tennessee Valley expected to create or retain approximately 66,500 jobs Approximately 10,400 Employees 16,200 Contractors TVA Programs Rural Development Rural Leadership Institute / Customized Training Technical Services Site evaluations and master planning, 3D renderings, video, photography, and virtual reality Workforce Analytics Company Research Support communities in fulfillment of information for company prospects Telework Technology Grant Assistance for rural or economically distressed communities to enhance technology capabilities that support remote work opportunities Product Development Financial support for communities to make sites and buildings more marketable for companies to locate and grow Training and Development Training and development, facilitation services, leadership training, workforce training, and talent development A Top Utility in Economic Development 17 Consecutive Years According to Site Selection Magazine 166 Table of Contents Attracting and Retaining Experienced Talent Requires Competitive Pay Attraction and retention of talent is paramount to TVA given its complex operations and high-performance expectations. This important component of TVA's strategy was incorporated in the TVA Act through the requirement of competitive compensation in the Consolidated Appropriations Act of 2005. In order to effectively fulfill its public power mission, TVA must provide market-based, competitive compensation levels to encourage superior performance and execution of ambitious multi-year objectives aligned with TVA's public power mission. TVA is one of the largest and most complex organizations in the energy services industry, with generating capacity and assets that surpass most of its peers. Unique to TVA, the company is also responsible for managing the Tennessee River system to provide flood control, navigation, hydroelectric generation, recreation, water quality and supply, and other benefits. Further, TVA plays the critical role of attracting and allocating a significant amount of capital back into the economic development of the Tennessee Valley. While TVA's revenue is below the median of its peer group, this is reflective of TVA's success with regard to its public service mission, as one of its primary objectives is to maintain the lowest feasible rates. As noted in Delivering Value Through Superior Performance below, TVA's rates are below the rates of the vast majority of the top U.S. utilities. TVA successfully manages all of this with an employee count below the median employee count of its peers, demonstrating a comparatively greater efficiency. TVA POSITIONING AGAINST PEERS* *For information on peer group, see Compensation Setting Process Demonstrates Strong Governance – TVA Competes with Peers for Talent below. (1) Peer data sourced from S&P’s Capital IQ based on data from the consecutive four quarters ended June 30, 2021. TVA data reflects TVA’s 2020 revenue, normalized for estimated partnership and pandemic credits provided to customers. (2) Peer data sourced from S&P's Capital IQ based on data from December 31, 2021. TVA data reflects TVA's December 31, 2021 asset balance. (3) Peer data sourced from S&P’s Capital IQ. Reflects TVA employee count at September 30, 2020. (4) Based on data reported by S&P's Capital IQ in March 2021; customer count is reflective of metered households of LPCs that deliver power to approximately 10 million people of the Tennessee Valley. Given the nature and scale of its operations, TVA competes with large investor-owned utilities ("IOUs") to attract and retain talent. All of TVA's NEOs were formerly employed by IOUs. Additionally, 80 percent of TVA executives who were externally recruited over the last five years are former employees of IOUs. TVA's ability to compete with these organizations for talent has yielded success for TVA and its stakeholders, and TVA's competitive pay philosophy is one of the key drivers of success in this area. Delivering Value Through Superior Performance TVA's success is measured in terms of value delivered to the businesses, customers, and residents of the Tennessee Valley by providing low-cost energy, maintaining reliable, safe, and efficient infrastructure, investing in the community's economy, and managing and protecting its environmental assets. Executing on its strategic priorities, TVA continues to make a positive impact on all of its stakeholders, as shown below. Under the leadership of TVA's NEOs, TVA's employees delivered another year of performance improvements – and achieved or exceeded nearly all 2022 key performance objectives – despite the continuation of challenges arising from the COVID-19 pandemic, market conditions, executive orders and mandates, and the competition for talent. 167 Table of Contents Safety-Focused Operations • Top quartile performance for TVA's Recordable Injury Rate and top decile performance for TVA's Serious Injury Incident Rate in 2022 Pay for Performance • Above target at-risk incentive payouts awarded to employees for achieving company performance goals in 2022 Inclusive Culture & Recognition • Issued TVA’s first Diversity, Equity, Inclusion and Accessibility Report • 2022 Ethisphere® Compliance Leader Verification TM - recognizing TVA’s best-in-class ethics and compliance program and TVA as first federal agency to receive this designation • Urban League of Greater Chattanooga, Inc. - Inclusion by Design Award • Supports eight Employee Resource Groups • 2022 Forbes List of America's Best Employers by State - Ranked Top 15 in Tennessee for fourth consecutive year • 2022 VETS Indexes 5-Star Employer - recognizing organizations doing the most to recruit, hire, retain, develop, and support veterans and the military-connected community • 2022 DiversityInc’s - Top Companies for Utilities Award - Ranked No. 4 • 2022 Diversity Impact Award - Top 10 Diversity Action Award • 2022 National Organization on Disability – Leading Disability Employer • 2022 Military Friendly ® Supplier Diversity Program - Ranked No. 1; Top 10 designation three years in a row • 2022 Military Friendly ® Employer Award - veterans represent approximately 18% of TVA workforce • 2022 Military Friendly ® Spouse Friendly Employers Award Training and Education • Continued investing in TVA's employees through training and performance improvement programs • Chief Learning Officer Magazine – 2022 Learning Elite Bronze award Employee Benefits, Well-being, and Continued COVID-19 Pandemic Support • Family building benefits that support family, surrogacy, and adoption services • Well-being incentives to engage employees in well-being programs • Behavioral and medical telemedicine to provide greater access and convenience of care • Unlimited counseling visits through Employee Assistance Program • Financial incentives to promote COVID-19 vaccination • Well-being stipend to support employee well-being during pandemic • Back-up care benefits for child and adult dependents Strong Labor Partnerships • Employees and contractors are represented by 17 different labor union groups • One of the largest U.S. contributors to the Helmets to Hardhats program 168 Table of Contents Reliable and Clean Energy • 99.999 percent transmission reliability since 2000 • Provided uninterrupted power during an unprecedented high-demand summer season • Exceeded stretch goals for availability of TVA's nuclear and coal generation fleets, and exceeded target goal for availability of TVA's combined cycle generation fleet • $17.2 billion invested in a cleaner and more diverse energy generation mix since 2013 • Cleanest power system in the Southeast, as a percent of net generation. Clean power includes all nuclear, hydroelectric, and renewable generation and renewable purchased power sources. (Based on Edison Electric Institute's June 2022 Electric Company Carbon Emissions and Electricity Mix Reporting Database for Corporate Customers.) • TVA Board announced the launch of TVA’s New Nuclear Program and approved up to $200 million to explore advanced reactor technology options • TVA Nuclear achieved Industry Top Quartile Fleet Performance in 2022 • Browns Ferry Unit 3 continuous run record – 690 days • In July 2022, TVA returned Watts Bar Unit 2 to service after an outage to replace the originally installed steam generators was completed, which began in March 2022 Effective Resource Management • An estimated $9.7 billion in flood damage averted in the Tennessee Valley and along the Ohio and Mississippi Rivers over TVA's recorded history, with an estimated $3 million in flood damage averted in the Tennessee Valley in 2022 • Operates River Forecast Center around the clock, monitoring weather conditions and forecasts, and constantly watching and adjusting the Tennessee River system • Manages the Tennessee River system in an integrated manner, which includes balancing hydroelectric generation, navigation, flood-damage reduction, water quality and supply, and recreation • Boone Dam re-opened to the public and the reservoir returned to normal operations • TVA’s Ocoee No. 2 inducted into HYDROVISION Hydro Hall of Fame • Implementing the Hydro Life Extension Program with a focus on improving the availability and flexibility of the hydroelectric fleet 169 Table of Contents TVA Strength and Stability • Organization and operations entirely self-funded since 1999 • In 2020, TVA achieved and surpassed its strategic goal of reducing debt to $21.8 billion by 2023, and made even further reductions in debt in 2021 and 2022 • Total Financing Obligations ("TFOs") at September 30, 2022 were the lowest in 35 years • $36 million lower interest expense in 2022 compared to 2021 mainly due to lower average debt balances and lower average long-term rates Low, Stable Rates • Residential rates lower than 80 percent of the top 100 U.S. utilities (based on June 2022 12-month rolling average from U.S. Energy Information Administration ("EIA")) • Industrial rates lower than more than 95 percent of the top 100 U.S. utilities (based on June 2022 12-month rolling average from EIA) • Maintained flat wholesale base rates since 2019 Strong Partnerships • COVID-19 Pandemic Support – Continued regulatory relief and flexibility to LPCs – Provided a 2.5 percent Pandemic Relief Credit to TVA's LPCs, their large commercial and industrial customers, and TVA's directly served customers totaling $221 million for 2021 – Provided a 2.5 percent monthly base rate credit, the Pandemic Recovery Credit, that applies to service provided to TVA's LPCs, their large commercial and industrial customers, and TVA's directly served customers, totaling $228 million for 2022 – Approved a 1.5 percent monthly base rate credit, an extension of the Pandemic Recovery Credit, effective for 2023; and in July 2022, increased the credit from 1.5 percent to 2.5 percent, expected to approximate $230 million for 2023 – Continued support through the Community Care Fund established in 2020 that has already provided nearly $9 million, with over $4 million provided in 2022, to support local initiatives that address hardships created by the COVID-19 pandemic • Returned $199 million in bill credits to local power companies participating in Long-Term Partnership Agreements in 2022 • Exceeded target score on Voice of the Customer Survey - achieved highest score recorded in survey's history Economic Development • Named a Top Utility in Economic Development by Site Selection Magazine for 17th year in a row • Efforts continued to help attract and encourage the expansion of business and industries in the Tennessee Valley in 2022 contributing to: – Over $10.2 billion in projected investments, – Expected to create or retain approximately 66,500 jobs • Supported rural communities with TVA economic development programs tailored to meet the needs of these areas • Provided nearly $512 million in tax equivalent payments in 2022 to state and local governments served by TVA’s energy generation or in areas supporting TVA properties (excluding impacts from tax equivalents related to fuel cost adjustments) Community Support • Over $9 million donated to organizations across the Tennessee Valley in addition to the Community Care Fund • Distributed over 8 million meals to families in need in 2022 through TVA's partnership with Feeding America • Continued support through the Home Uplift, School Uplift, and Community Centered Growth programs across the Tennessee Valley • Through the Connected Communities initiative, TVA established 13 connected communities' pilot projects aimed at addressing today's challenges with community-driven information and technology solutions to improve the quality of life in the Tennessee Valley 170 Table of Contents Sustainability Solutions • Sustainability helps TVA to live its values – those of Safety, Integrity, Inclusion, and Service – and encompasses the following: – Economic Impact – partnering to build the region’s clean energy economy, – Environment – stewarding the region’s resources, – Social – serving people and communities across the region, and – Governance – driving progress through accountability and transparency • Issued 2021 Sustainability Report highlighting innovative work and partnerships • Issued 2021 EEI ESG/Sustainability Report • Implemented TVA Board’s Biodiversity Policy supporting biodiversity investments in TVA projects and community support partnerships Energy • Carbon-free power supply mix was 52 percent for the year ended September 30, 2022 • For CY 2021, TVA's mass emissions of carbon dioxide were at a 57 percent reduction from 2005 levels – Chart depicts both generated and purchased power within respective resource types. In addition to power supply sources included here, TVA offers energy efficiency programs that effectively reduced 2022 energy needs by about 2,200 GWh or 1.3%. TVA sells the renewable energy certificates resulting from some of its purchased power to certain customers. • 2022 carbon-free RFP issued for up to 5,000 MW of carbon-free and renewable energy projects to be available by 2029 • First utility in the nation to successfully obtain approval for an early site permit from the NRC to potentially construct and operate SMRs at TVA’s Clinch River Nuclear Site • New Nuclear Program approved by TVA Board in 2022 – up to $200 million to explore advanced reactor technology options - New Nuclear Program provides a systematic roadmap for TVA’s exploration of advanced nuclear technology • Top quartile utility in renewable energy production in the Southeast • Ranked in Global Top 100 in Green Utilities 2021 Report by Energy Intelligence Programs and Partnerships • Pioneering partnerships to develop advanced nuclear technology • TVA offers renewable energy programs, in partnership with LPCs, which allow businesses and individuals to purchase renewable energy certificates to meet their renewable energy and sustainability goals • TVA has been working with LPCs, state agencies, and third-party charging developers on the creation of the Fast Charge Network for electric vehicles, and in 2022, TVA launched the Fast Charge Network. As of September 30, 2022, four sites were complete and operational with 28 additional sites under contract for development. • Founding member of the Electric Highway Coalition, which merged with the Midwest Electric Vehicle Charging Infrastructure Collaboration in 2022 to create the National Electric Highway Coalition with members committed to coordination on the development of EV charging infrastructure across the central U.S. • In 2022, TVA broke ground on the first TVA-owned battery project • Launched the TechX innovation center – a central hub space dedicated to promoting innovative ideas for all TVA employees to learn, collaborate, and create together, even remotely, using technology National Defense • Supports national defense efforts and partners with Oak Ridge National Laboratory on innovative research 171 Table of Contents Public Power Mission Means Exceptional Performance with Conservative CEO Compensation Despite the continued headwinds created by the COVID-19 pandemic, TVA's workforce performed at a high level in 2022 in managing TVA's extensive, complex operations and delivering on its public power mission. As a result of its high level of performance, TVA achieved nearly all of its performance objectives at target or above for both its annual and long-term incentives for 2022 - at 119 percent and 137 percent, respectively. TVA is a utility company that competes with other utilities - including investor-owned utilities - for talent, but since TVA is a mission-based organization, TVA compensates its CEO conservatively relative to its compensation peers. TVA’s benchmarking and compensation-setting process is described below under Compensation Setting Process Demonstrates Strong Governance – TVA Competes With Peers for Talent. TVA generally determines target total direct compensation based on TVA’s relevant labor market. Currently, TVA’s CEO target compensation is positioned below the 50th percentile (median) of 2022 compensation peers. TVA's performance along with its compensation structure results in differentiated value delivered directly to the residents of the Tennessee Valley and reflects a keen focus on TVA's mission of serving those residents. 172 Table of Contents Notable 2022 Actions The following are key actions during 2022: Changes to Compensation Plan to Streamline Administration On May 11, 2022, the TVA Board approved an amended and restated TVA Compensation Plan and Compensation Delegations to allow for a standing authority to the CEO to approve compensation for certain employees, which had previously been granted annually. Supplemental Compensation Plan Changes to Better Align to Market Short-Term Incentive Plans Amended (plan design changes effective for 2023 performance cycle) On May 10, 2022, the CEO approved amended and restated short-term incentive plans, including the Executive Annual Incentive Plan ("EAIP"). The maximum TVA Enterprise Scorecard (1) opportunity increased from 150 percent to 200 percent to remain competitive through better alignment with market practices of TVA’s pay comparator peer group. This increased opportunity also better rewards achievement of stretch performance goals while maintaining the current plan design maximum payout based on a combination of scorecard results, a Corporate Multiplier, and an Individual Performance Multiplier. The approved changes also introduce positive discretion on the Corporate Multiplier (maximum increased from 1.0 to 1.1) to provide flexibility to recognize corporate achievements not directly captured in the scorecard results. Note (1) The TVA Enterprise Scorecard sets forth the performance goals applicable to the Winning Performance Team Incentive Plan and the Executive Annual Incentive Plan. Long-Term Incentive Plan Amended (plan design changes effective beginning with performance cycle ending 2023) On May 10, 2022, the CEO approved an amended and restated Long-Term Incentive Plan ("LTIP"). The maximum scorecard opportunity increased from 150 percent to 200 percent to remain competitive through better alignment with market practices of TVA’s pay comparator peer group and to better reward achievement of stretch performance goals. TVA's Executive Compensation Philosophy is Guided by the TVA Act TVA's mission is to serve the people of the Tennessee Valley to make life better. TVA aims to achieve its mission by attracting, retaining, and motivating highly qualified and committed executives to guide the organization's strategy, performance, and public power mission. TVA follows a Compensation Plan as adopted by the TVA Board in accordance with the guidance of the TVA Act. The Compensation Plan is designed to: • Provide market-based, competitive compensation levels so TVA can attract, retain, and motivate highly competent employees. Target total direct compensation generally is determined by considering a number of factors, including reference to the median (50th percentile) of the relevant labor market. Executives may be positioned above or below the median based on labor market scarcity and other factors such as tenure in the role. • Set performance goals that are aligned with TVA's strategic priorities . • Incentivize and reward short-term and long-term performance by providing a mix of salary and performance-based short-term and long-term incentives, typically targeting a majority portion of long-term compensation in the form of at-risk, performance-based compensation. • Align performance and productivity improvement at all levels by setting consistent performance goals and objectives for all levels of the organization. 173 Table of Contents The TVA Board follows these requirements of the TVA Act in designing and implementing its Compensation Plan: • Compensation will be based on an annual survey of benchmark compensation for similar positions in private industry, including engineering and electric energy companies, publicly owned electric companies, and federal, state, and local governments; and • Compensation will take into account education, experience, level of responsibility, geographic differences, and retention and recruitment needs. TVA's Executive Compensation Program Aligns Pay with Performance Two-thirds of the CEO's target total direct compensation (“TDC”) is performance-based and at risk, based on achievement of performance goals that further advance TVA's mission and strategic objectives. More than half of the other NEO's target TDC opportunity is performance-based and at risk. This alignment of compensation with performance also results in compensation being aligned with value delivered to TVA's stakeholders, including LPCs, businesses, and communities, and to the economy of the Tennessee Valley. CEO TARGET TDC COMPENSATION MIX OTHER NEO TARGET TDC COMPENSATION MIX 174 Table of Contents 2022 CEO Target Total Direct Compensation Is Below the Peer Median The TVA Act encourages competitive, market-based executive compensation. Many of TVA's peers, with similarly complex and large-scale operations, are investor-owned utilities. The TVA Board considers TVA's federal agency status in setting compensation components and pay levels, both directly – by incorporating government agencies into the executive compensation survey sample used to develop benchmarks, as required by the TVA Act – and indirectly by positioning TDC below the 50th percentile (median) of the market composite data. The consultant for the People and Governance Committee (the "Committee") performed a market study in January 2021, which validated TVA’s current methodology for benchmarking CEO compensation. The TVA Board increased Mr. Lyash's pay for 2022 to reflect his leadership and experience. While the change moved Mr. Lyash's pay closer to the median in 2022, his target TDC is below the median of the 2022 market composite. The use of benchmarking data is described in detail under Compensation Setting Process Demonstrates Strong Governance – TVA Competes With Peers For Talent below. The graphics below illustrate 2022 target TDC for the CEO and the average 2022 target TDC for the other NEOs as compared to the 2022 market composite 25th and 50th (median) percentiles. Note Target market assessment was effective October 2021 and included a market composite of Willis Towers Watson (“WTW”) survey sample and proxy peer group. See List of Compensation Peer Companies below for a list of companies in the survey sample and proxy peers. 175 Table of Contents CEO Compensation at a Glance ACTUAL 2022 TOTAL DIRECT COMPENSATION ("TDC") EARNED - $8,192,678 $1,152,250 BASE SALARY $2,570,958 ANNUAL PERFORMANCE AWARD At risk, performance based Under the Executive Annual Incentive Plan ("EAIP"), 119 percent of target enterprise performance achieved, 125 percent Individual Performance Multiplier applied $3,207,170 LONG-TERM PERFORMANCE ("LTP") AWARD (1) At risk, performance based Under the Long-Term Incentive Plan ("LTIP"), 137 percent of LTP achieved for the three-year performance cycle ended September 30, 2022 $1,262,300 LONG-TERM RETENTION ("LTR") AWARD (2) Under LTIP, award amount consists of three 2022 tranches – 2020 LTR award, 2021 LTR award, and 2022 LTR award Notes (1) Mr. Lyash was granted an LTP award with a target amount of $2,341,000 effective October 1, 2019, for the 2020-2022 performance cycle. (2) Mr. Lyash’s long-term incentives earned in 2022 reflect three overlapping retention awards (typically granted annually with ratable vesting over three years subject to continued employment). TDC earned reflects the decisions made by the Committee at the end of 2022 to reward the CEO for his past performance. Under Mr. Lyash’s leadership as CEO, TVA has made meaningful progress on improving its public power mission. The company’s performance under key operational metrics strengthened TVA’s ability to deliver low-cost and reliable energy to the Tennessee Valley. 2022 TARGET TDC OPPORTUNITY - MAJORITY IS AT-RISK/PERFORMANCE-BASED Target TDC opportunity is forward-looking – it represents potential compensation set by the Committee, effective at the beginning of 2022, to incentivize superior performance. Some of the $7,960,625 opportunity was earned in 2022 (salary, annual performance award and 1/3 of the LTR award) while most will not be earned until future satisfaction of performance or employment conditions: Mr. Lyash will earn the LTP award component only upon achievement of certain performance targets at the end of the three-year performance period (September 30, 2024), and he will receive the second and third tranches of the LTR award opportunity only upon his continued employment on each of September 30, 2023 and September 30, 2024. See 2022 Performance Goals and Performance Achievement below for more information on annual and long-term incentive plans. The CEO’s annual performance award and long-term performance award total 67% of target total direct compensation, and require achievement of financial, operational, and individual goals for the CEO to realize value. There is no minimum payment guaranteed under the annual and long-term performance awards. The amount that he will receive upon the vesting of those awards will be determined at the end of the performance periods and depends on the level of performance against preset performance goals. 176 Table of Contents KEY COMPANY PERFORMANCE METRICS The 2022 annual key performance metrics objectives were established in 2021 and, despite challenges presented by the ongoing COVID-19 pandemic, market conditions, executive orders and mandates, and competition for talent, TVA exceeded nearly all targeted objectives, delivering high operational, safety, and financial strength performance for 2022. The LTP performance metrics below were for the 2020-2022 performance cycle. Organizational performance under the 2020-2022 LTP program was strong in achieving several key operational measures, as noted below. Annual Metric (1) Target Performance Actual Performance Weight Performance Against Target TVA Total Spend ($M) $6,291 $5,580 40% Exceeded stretch goal Load Not Served (System Minutes) 3.9 4.5 30% Met threshold goal Annualized Nuclear Online Reliability Loss Factor 2.71 % 1.13 % 15% Exceeded stretch goal Combined Cycle Equivalent Availability Factor 80.0 % 83.3 % 10% Exceeded target goal Coal Equivalent Availability Factor 63.2 % 74.9 % 5% Exceeded stretch goal LTP Metric (1) Target Performance Actual Performance Weight Performance Against Target Non-Fuel Delivered Cost of Power 3.31 3.18 40% Achieved stretch goal Load Not Served (System Minutes) 3.9 3.5 30% Achieved stretch goal External Performance Indicators for TVA Nuclear Fleet 91.0 94.0 15% Exceeded stretch goal External Measures 80.0 78.0 15% Above threshold goal Note (1) See 2022 Performance Goals and Performance Achievement below for further information on each performance metric and 2022 results. Compensation Setting Process Demonstrates Strong Governance Who Is Involved In Setting Compensation The TVA Board, under the authority of the TVA Act, has responsibility for establishing compensation for TVA employees, including the NEOs. The TVA Board is directed under Section 2 of the TVA Act to establish a plan that specifies all compensation (such as salary and any other pay, benefits, incentives, or other form of remuneration) for the CEO and TVA employees. The TVA Act also provides that the TVA Board will annually approve all compensation (such as salary and any other pay, benefits, incentives, or other form of remuneration) for all managers and technical personnel who report directly to the CEO (including any adjustment(s) to compensation). Under the authority of the TVA Act, the TVA Board, its Committee, and individual TVA Board members are involved in compensation matters. The TVA Board has taken the following actions to delegate authority with respect to compensation: Delegation to TVA Board Chair • Authority to evaluate and rate the CEO’s performance during the year, and the authority to approve any payout to the CEO under the EAIP, based on, among other things, the CEO’s evaluated performance during the year, in consultation with the Committee and with input from individual members of the TVA Board. Delegation to CEO • Authority to set or adjust total target compensation for present or future direct reports within a compensation range of 80 percent to 110 percent of the target TDC, as well as to approve the parameters of supplemental compensation and benefit plans, provided that the CEO may not finally take such actions until the TVA Board members have been notified of the proposed actions and given the opportunity to ask the Committee, or the full TVA Board, to review the proposed actions before they become effective. • Authority to approve the individual performance goals for the CEO's direct reports and the authority to evaluate and rate the performance of the CEO's direct reports during the year against such performance goals, in consultation with the Committee and with input from individual members of the TVA Board. • Authority to approve, or delegate to others the authority to approve, the salaries and all other compensation of employees whose annual salaries would be in excess of Level IV of the Executive Schedule of the U.S. Government ($176,300 in 2022) for anyone except the CEO and the Inspector General. • Authority to approve, or delegate to others the authority to approve, all personnel and compensation actions that the TVA Board has not reserved for itself. 177 Table of Contents Delegation to Committee • The Committee is responsible for oversight of executive compensation pursuant to the Compensation Plan and review of this CD&A. Role of Compensation Consultant The Committee engaged the independent consulting firm Frederic W. Cook & Co., Inc. ("FW Cook") in 2022 to determine the peer group and the benchmarking process, to help evaluate competitive compensation, and to assist with incentive plan design. The Committee assessed certain independence factors and determined the firm's work raised no potential conflict of interest. 178 Table of Contents Compensation Setting – Annual Roles and Responsibilities The following chart sets forth the roles of the TVA Board, Board Chair, Committee, and CEO, and typical timeframe, in setting compensation for the NEOs. What When How Compensation Governance January • Committee reviews and evaluates independent compensation consultant. April - May • CEO reviews and approves any changes to supplemental compensation plans (i.e., short-term incentive ("STI") and long-term incentive ("LTI") plans). • Committee reviews TVA Compensation Plan, peer group, and benchmarking process and recommends any changes to the TVA Board. • TVA Board reviews and approves any changes to compensation governance. Incentive Plan Measures and Goals January - October • Committee monitors performance quarterly. April • Committee reviews proposed performance targets for next fiscal year ("FY"). July - August • Committee reviews and recommends to the TVA Board the STI corporate multiplier measures and goals and LTIP measures and goals for upcoming cycles. • CEO sets and approves STI Enterprise performance measures and goals for upcoming cycle. • TVA Board approves STI corporate multiplier measures and goals and LTIP performance measures and goals for upcoming cycles. Corporate Multiplier (WPTIP/EAIP) October - November • CEO qualitatively assesses performance compared to target and recommends final corporate multiplier for the past FY to the Committee and TVA Board. • Committee reviews and recommends to the TVA Board the corporate multiplier for past FY. • TVA Board reviews and approves corporate multiplier for past FY. Long-Term Incentive Plan –Long-Term Performance ("LTP") October - November • CEO qualitatively assesses performance compared to target and recommends final LTIP payout percentage for cycle ending in past FY to the Committee and TVA Board. • Committee reviews and recommends to TVA Board the LTIP payout percentage for cycle ending in past FY. • TVA Board reviews and approves LTIP payout percentage for cycle ending in past FY. • The TVA Board has the discretionary authority to review the results of performance measures and goals and to approve any adjustments to payouts in appropriate circumstances. Executive Schedule ("ES") Level IV October - November • The Board has delegated to the CEO the authority to approve, or delegate to others the authority to approve, the salaries and all other compensation of employees whose annual salaries would be in excess of ES Level IV ($176,300 for 2022) for anyone except the CEO and the Inspector General. CEO Performance Evaluation September - November • Individual TVA Board members complete CEO performance assessment and return to TVA's Compensation organization. • TVA's Compensation organization summarizes comments and information and presents to the Board Chair. • Board Chair consults with Committee. • Board Chair informs EVP, Chief People and Communications Officer, he/she has: – Evaluated the CEO's performance, and – Determined the EAIP award. • Board Chair and Committee Chair jointly inform CEO of his/her performance evaluation. CEO Compensation Adjustment October - November • Committee reviews the compensation consultant's benchmarking and market analysis report. • Committee decides whether to recommend compensation adjustments for the CEO (recommends to the full TVA Board). • TVA Board reviews and approves at the November TVA Board meeting, if applicable, for the next FY. CEO Executive Annual Incentive Plan ("EAIP") Award October - November • Board Chair obtains input from TVA Board members, consults with Committee, and approves any payout, or adjustments to payout, to the CEO under the EAIP. • Board Chair informs EVP, Chief People and Communications Officer, via memo. CEO Annual Performance Goals October - November • Board Chair reviews and discusses with CEO performance goals for the next FY. • Board Chair consults with appropriate TVA Board committee. • Board Chair solicits input from individual TVA Board members. • Board Chair informs CEO of approved goals. CEO Direct Report Compensation October - November • CEO determines compensation adjustments for CEO direct reports. The TVA Board has delegated this responsibility to the CEO for the CEO direct reports within an approved range (80-110 percent of targeted TDC). • CEO reviews CEO direct reports' performance with Committee and informs TVA Board members of compensation adjustments under consideration prior to approving the compensation adjustments. • CEO notifies EVP, Chief People and Communications Officer, of approved compensation adjustments via memo. Compensation Discussion and Analysis ("CD&A") October - November • Committee reviews and recommends inclusion in TVA's Annual Report on Form 10-K. 179 Table of Contents TVA Competes with Peers for Talent A fundamental goal of TVA's executive compensation program is to attract, retain, and motivate the highly competent talent necessary to manage TVA's complex operations and achieve superior performance. TVA competes for this talent with large investor-owned energy companies, and thus TVA needs to offer compensation programs that are competitive with those peers. Use of Market Data and Benchmarking TVA generally determines target TDC for executives based on the relevant labor market. After compiling market compensation for the positions at the beginning of 2022, the Committee, with assistance from FW Cook, used the information to: • Assess target compensation level and incentive opportunity competitiveness; and • Determine appropriate target compensation levels and incentive opportunities to maintain the desired degree of market competitiveness taking into consideration other factors such as experience, skill set, performance, and internal parity. The relevant labor market for most of TVA's executives, including the NEOs, consists of both private and publicly owned companies in the energy services industry that have similar revenue and scope as TVA. Each year, the Committee's compensation consultant recommends a peer group for approval by the Committee. For 2022 compensation opportunities, TVA's market data was determined based on a review of executive compensation survey data and proxy peer group data. For the survey-based analysis, TVA referenced a sample from the 2021 Willis Towers Watson Energy Services Executive Compensation Database consisting of (i) 33 IOUs with revenue greater than or equal to $3.0 billion plus (ii) 9 additional government entities with revenue greater or equal to $1.0 billion. Data from this sample were further regressed to TVA's size based on revenue. For NEO roles, the survey analysis was supplemented with public compensation data from a separate proxy peer group of IOUs. The Committee reviews the proxy peers annually to ensure continued appropriateness, including comparable business content and model, company size measured primarily by revenue and assets, and other refining factors such as generating capacity, number of employees, and number of customers. When making compensation decisions for 2022, the Committee reviewed peer group size data, which is shown below. At that time, TVA was centrally positioned within the current peer group; the primary financial metrics, revenue and assets, were positioned between the 25th percentile and median and near the median, respectively, while secondary metrics are balanced, with generating capacity above the 75th percentile, employee count between the 25th percentile and median, and customer count near the 75th percentile. TVA REVENUE VS PEERS (1) (in millions) TVA ASSETS VS PEERS (2) (in millions) GENERATION CAPACITY VS PEERS (3) (in thousand MW) TVA EMPLOYEE COUNT VS PEERS (4) LPC CUSTOMER COUNT VS PEERS (3) (in thousands) Notes (1) Peer data sourced from S&P’s Capital IQ based on data from the consecutive four quarters ended June 30, 2021. TVA data reflects TVA’s 2020 revenue, normalized for estimated partnership and pandemic credits provided to customers (2) Peer data sourced from S&P's Capital IQ based on data from December 31, 2021. TVA data reflects TVA's December 31, 2021 asset balance (3) Based on data reported by S&P's Capital IQ in March 2021; customer count is reflective of metered households of LPCs that deliver power to approximately 10 million people of the Tennessee Valley (4) Peer data sourced from S&P’s Capital IQ. Reflects TVA employee count at September 30, 2020 For executives with both proxy and survey benchmarks, competitive comparisons were made relative to a "market composite" or an average of the survey and proxy data. 180 Table of Contents List of Compensation Peer Companies The following chart outlines the companies that constituted the survey sample and proxy peer group used to benchmark NEO compensation for 2022: Company Investor Owned Utilities with Revenue Greater Than or Equal to $3.0 Billion Which Participated in 2021 Willis Towers Watson Energy Services Survey Government Entities with Revenue Greater Than or Equal to $1.0 Billion Which Participated in 2021 Willis Towers Watson Energy Services Survey Proxy Peer Group of Investor Owned Utilities AES Corp. n n Alliant Energy n Ameren n n American Electric Power Co., Inc. n n Berkshire Hathaway Energy n Calpine n CenterPoint Energy, Inc. n n CMS Energy Corp. n n Consolidated Edison n n CPS Energy n Dominion Energy n n DTE Energy Co. n n Duke Energy Corp. n n Edison International n n Entergy Corp. n n Evergy n Eversource Energy n n Exelon Corp. n n FirstEnergy Corp. n n JEA n LG&E and KU Energy n Lower Colorado River Authority n Nebraska Public Power n NextEra Energy, Inc. n n NiSource n n NRG Energy n n Oak Ridge National Lab n Oglethorpe Power n Oncor Electric n Omaha Public Power n Pacific Gas and Electric Co. n n Pinnacle West Capital n PPL Corp. n n Public Service Enterprise Group Inc. n n Puget Sound Energy n Salt River Project n Santee Cooper n Sempra Energy n n Southern Company n n Vistra Energy n n WEC Energy n Xcel Energy n n 181 Table of Contents Assessment of Risk TVA's Enterprise Risk Management organization, in coordination with other members of TVA's management, including Total Rewards and Strategic Performance, conducts an annual assessment of enterprise level risks including risks arising from TVA's compensation policies and practices. Based on the results of this assessment, no risks were identified with the compensation policies and practices that are reasonably likely to have a material adverse effect on the organization and its achievement of its strategic goals and objectives. 2022 Executive Compensation Program Components Total Direct Compensation ("TDC") In setting executive compensation each year, the Committee focuses on TDC, which includes those compensation elements that incentivize future performance or reward past performance. TDC is comprised of annual salary, annual incentive award under the EAIP, LTP award under the LTIP, and LTR award under the LTIP. Each year, two key compensation decisions are made with respect to NEO compensation: (1) the amount of the TDC opportunity 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 TDC earned, which rewards the NEO for prior performance and (other than salary) is determined at the end of the year. The TDC components and weightings for TDC opportunities granted to the NEOs in 2022 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. 182 Table of Contents Compensation Component And % of Target TDC Objective Key Features Annual Salary Provides fixed base level of compensation to executives to encourage hiring and retention of qualified individuals • Annual salary is typically determined by considering, among other things, the median (50th percentile) for similar positions at other companies in TVA's peer group; above the median (50th to 75th percentile) for positions affected by market scarcity, recruitment and retention issues, and other business reasons; or below median due to incumbent experience, position scope, or other business reasons. • Typically reviewed annually to consider changes in benchmark salaries and/or exceptional individual merit performances. Executive Annual Incentive Plan (EAIP) Incentivizes performance by providing at-risk compensation tied to attainment of pre-established performance goals for the fiscal year • Annual incentive payouts are based on the results of enterprise goals as determined from year to year by the TVA Board or the CEO, as applicable. Annual incentive payouts may be impacted by a corporate multiplier or adjusted by the TVA Board or CEO, as applicable, based on the evaluation of performance during the year. • Target annual incentive opportunities increase with position and responsibility and are based in part on the opportunities other companies in TVA's peer group provide to those in similar positions. • Typically reviewed annually to consider changes in benchmark annual incentives. Long-Term Incentive Plan (LTIP) • 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. • LTP awards are granted with a three-year vesting cycle. Awards are variable at-risk opportunities based on achievement against performance goals established at the beginning of the three-year performance period. • The Committee's policy is for a majority of each executive's total long-term incentive opportunity to be in the form of performance-based awards, with the remaining percent to be retention oriented. • LTR awards 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 awards 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. Long-Term Performance Award (LTP) Incentivizes performance by providing at-risk compensation tied to attainment of pre-established performance goals over a three-year performance period Long-Term Retention Award (LTR) Incentivizes retention by providing retention-based grants that are tied to a three-year vesting schedule Setting Competitive Compensation Amounts and Opportunities Relevant to Labor Market Salary Annual salary is considered a "fixed" compensation component. Salary levels are typically reviewed annually to consider changes in benchmark salaries and/or exceptional individual merit performances. The 2022 salaries for the NEOs are described under each executive's compensation scorecard under 2022 Pay Decisions - 2022 NEO Pay Decisions and Compensation Scorecards below and reported in the Executive Compensation Tables and Narrative Disclosures - Summary Compensation Table . Incentive Opportunities The annual and long-term incentive opportunities for the NEOs are set at levels that (i) are competitive with the relevant labor market, with target total direct compensation generally determined by considering the 50th percentile of the relevant labor market, and (ii) result in a majority of each executive's total long-term incentive opportunity in the form of performance-based awards and the remaining percent of each executive's total long-term incentive opportunity in the form of retention awards. More than half of TVA's NEO's target TDC opportunity is performance-based and at-risk as described above in TVA's Executive Compensation Program Aligns Pay with Performance . 183 Table of Contents Long-term incentive awards are intended to provide a similar pay component as equity-based compensation at peer IOUs. Since TVA does not issue equity, the compensation program cannot provide a component similar to equity awards that capture long-term value, reflect the continuing efforts of executives, and have the potential for significant gains or losses, based on market fluctuations. As a result, TVA's long-term incentives are not necessarily intended to match market pay levels. Target incentive opportunities increase with position scope and responsibility to hold management accountable for delivery of results and are based in part on the opportunities other companies in TVA's peer group provide to those in similar positions. Incentive opportunities are typically reviewed annually to consider changes in benchmark annual and long-term incentives. The Committee reviews peer benchmark information by position for each component of pay as well as for overall TDC. Non-Direct Compensation Elements Other Compensation In order to recruit high-quality talent, TVA may offer recruitment awards as well as relocation assistance and reimbursement. These types of deferred cash incentive awards are intended to compensate the individuals for amounts they may have forfeited from their previous employer in order to join TVA and/or provide substitute compensation when the individual is not eligible to receive certain incentive payments until a future date. In June 2022, Mr. Fountain received the third and final installment of a deferred cash recruitment incentive, in the amount of $50,000, that was part of his employment offer. In July 2022, Mr. Moul received the second of three annual installments of a deferred cash recruitment and relocation incentive, in the amount of $450,000, that was part of his employment offer. In 2022, Mr. Moul received an additional $469,352 in relocation benefits as reported in the All Other Compensation table. Retirement Benefits TVA provides its NEOs with retirement benefits through its qualified plans as well as through a non-qualified supplemental executive retirement plan ("SERP") in order to provide compensation beginning with retirement or termination of employment (if vesting requirements are satisfied), with enhanced compensation for certain executives to provide an additional incentive for hiring and retention of qualified individuals. TVA sponsors a qualified defined benefit plan ("pension plan") and a qualified defined contribution plan ("401(k) plan"), which are administered by the TVA Retirement System ("TVARS"). The availability of, and level of benefits provided by, these qualified plans are comparable to similar qualified plans provided by companies in TVA's peer group. In addition to its qualified retirement plans, TVA has a SERP for selected executives who are critical to the ongoing success of the enterprise. TVA's SERP is a non-qualified plan that provides supplemental pension benefits at compensation levels that are higher than the limits specified by IRS regulations for qualified pension plans. The provision of such non-qualified plans to executives is a common practice among companies in TVA's peer group. The purpose of the SERP is to: • Provide a competitive retirement benefit level that cannot be delivered solely through TVA's qualified retirement plans due to Internal Revenue Service ("IRS") limitations, and • Provide a benefit level (as a percentage replacement of pre-retirement pay) that is more comparable to that of employees who are not subject to the IRS limitations. More information regarding these retirement benefits is found following the Pension Benefits Table. Health and Other Benefits TVA offers a group of health and other benefits (medical, dental, vision, life and accidental death and disability insurance, and long-term disability insurance) that are available to a broad group of employees. The NEOs are eligible to participate in TVA's health benefit plans and other non-retirement benefit plans on the same terms and at the same contribution rates as other TVA employees. 184 Table of Contents 2022 Performance Goals and Performance Achievement Strategic Priorities Incentive Compensation Metrics A significant portion of each NEO's compensation is based on company performance and influenced by individual performance achievements. As a result, a majority of NEO compensation is at-risk, providing incentive for the executive to achieve superior performance for TVA and for the businesses, communities, and residents it serves, both in the short term and in the years to come. Incentive compensation is provided to NEOs under the EAIP and LTIP. Each incentive award is described below. People Advantage Amplifying the energy, passion and creativity within each TVA employee Safety - Serious Injury Incident Rate ("SIIR") Operational Excellence Building on TVA's best-in-class reputation for reliable service and competitively priced power External Performance Indicators for the TVA Nuclear Fleet Annualized Nuclear Online Reliability Loss Factor Combined Cycle Equivalent Availability Factor Coal Equivalent Availability Factor Load Not Served Financial Strength Investing in the future, while keeping energy costs as low as possible Total Financing Obligations Cash Flow from Operating Activities Total Spend Net Income Non-Fuel Delivered Cost of Power Powerful Partnerships Promoting progress through the shared success of TVA's customers and stakeholders Jobs Created and Retained Stakeholder Survey Customer Survey Media Tone (awards granted before 2021) Igniting Innovation Pursuing innovative solutions for TVA and its customers and communities Executive Annual Incentive Plan All TVA employees participate in an annual 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 metrics used for annual incentives are the same for all employees, they are provided under two plans: the WPTIP 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 2022, each NEO's annual incentive payment was calculated as follows: EAIP Amount = Annual Salary × Annual Target Incentive Opportunity × Percent of Scorecard Opportunity Achieved (0% to 150%) × Corporate Multiplier (0 to 1.0) × Individual Performance Multiplier (0% to 150%) Each component of this calculation is discussed below (except for annual salary, which is discussed above). The award for certain participants in the WPTIP and 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, awards may be further adjusted by the TVA Board or the CEO (1) as a result of any unusual or nonrecurring event affecting TVA or the financial statements of TVA or (2) as a result of changes in business conditions or the business strategy of TVA. There is no guaranteed minimum payout under the EAIP or WPTIP, and the maximum payout under both plans is 225 percent of the target payout. 185 Table of Contents Annual Target Incentive Opportunity Following a review of benchmarking and individual performance, the TVA Board evaluated the appropriateness of the EAIP award opportunity for the CEO and made no changes for 2022. Similarly, the CEO evaluated the appropriateness of the EAIP award opportunities for the other NEOs and approved an increase in Mr. Moul’s EAIP target opportunity from 70% to 80%, positioning his target opportunity closer to the market median; no other changes were made for 2022. Accordingly, target EAIP award opportunities of the NEOs for 2022 were as follows: Named Executive Officers 2022 Target Annual Incentive Opportunity (1) Mr. Lyash 150 % Mr. Thomas 80 % Mr. Moul 80 % Mr. Rausch 70 % Mr. Fountain 70 % Note (1) Represents a percent of each NEO's annual salary. 186 Table of Contents 2022 Incentive Plan Performance Metrics The metrics used to measure performance under the WPTIP and EAIP are the same for all TVA employees. These metrics tie directly to key enterprise metrics used by senior management in its annual budget and strategic planning process, which in turn tie directly to the achievement of TVA's strategic objectives and mission. The 2022 WPTIP and EAIP metrics and goals were set out in an organizational scorecard ("TVA Enterprise Scorecard") applicable to all employees. The 2022 performance measures, along with the weighting ascribed to each, are shown below as a percentage of the total WPTIP/EAIP award opportunity at target-level performance. 2022 WPTIP/EAIP METRICS The 2022 WPTIP/EAIP metrics are described in detail below. TVA Total Spend What this measures: TVA's ability to keep costs low Total Non-Fuel Operating and Maintenance, Capital, Non-Fuel Inventory, and Cloud Implementation expenses for corporate and operational Strategic Business Unit organizations (excludes Board of Directors). Why Is This Metric Used? Supports the overall TVA goal of maintaining costs and managing rates based on spending levels approved by TVA management and the TVA Board. Load Not Served What this measures: Transmission system outages that affect TVA customers Load Not Served ("LNS") is a measure of the magnitude and duration of transmission system outages that affect TVA customers expressed in System Minutes. An automatic customer interruption with a duration of one minute or greater is tracked as a 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, gunfire, vandalism, and verified tornadoes. Why Is This Metric Used? TVA manages this critical indicator to reduce the impact of customer outages. Annualized Nuclear Online Reliability Loss Factor What this measures: Nuclear plant availability Annualized Nuclear Online Reliability Loss Factor is the 12-month ratio of all generation losses (minus refueling outage (“RFO”) and exempt losses) to energy generation (minus RFO and exempt losses) in a normal Fuel Cycle period, per external standard nuclear industry guidelines. Why Is This Metric Used? Monitors performance between refueling outages to obtain high unit and energy production reliability. Combined Cycle Equivalent Availability Factor What this measures: Combined cycle plant reliability Combined Cycle Equivalent Availability Factor ("EAF") reflects the percentage of time over a given period that a generating unit was available to generate power for TVA combined cycle generating assets, based on Generating Availability Data System ("GADS") event reporting guidelines for megawatt hour losses. Combined Cycle EAF excludes events classified as outside management control and variances. Why Is This Metric Used? Combined Cycle EAF focuses on ensuring TVA combined cycle generating assets are available and reliable to meet system demand. Coal Equivalent Availability Factor What this measures: Coal plant reliability Coal EAF reflects the percentage of time over a given period that a generating unit was available to generate power for TVA coal-fired generating assets, based on GADS event reporting guidelines for megawatt hour losses. Coal EAF excludes events classified as outside management control and variances. Why Is This Metric Used? Coal EAF focuses on ensuring TVA coal generating assets are available and reliable to meet system demand. In setting the goal for each metric, 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 metric, so that no payout would occur with respect to metrics that fail to achieve that threshold. Additionally, a stretch goal for each metric is set to incentivize and reward exceptional performance. Linear interpolation is used for results between threshold and stretch goals. 187 Table of Contents 2022 Executive Annual Incentive Plan Results The performance results on the 2022 TVA Enterprise Scorecard are set forth below. Performance resulted in a 119 percent payout (on a scale from 0 percent – 150 percent payout). TVA'S 2022 ENTERPRISE SCORECARD PERFORMANCE Note (1) On January 28, 2022, the CEO approved revised 2022 performance goals for the Combined Cycle Equivalent Availability Factor measure to account for additional planned outage hours that were unintentionally excluded from the original approved target for the fleet due to a system error. The threshold and target goals were changed from 77.6 and 82.6, respectively, to 75.0 and 80.0, respectively. The stretch goal remained unchanged at 84.9. No changes were made to the goals for the other measures. The TVA Enterprise Scorecard sets forth the performance goals applicable to the Winning Performance Team Incentive Plan and the Executive Annual Incentive Plan. Corporate Multiplier Allows TVA Board to Adjust for Overall Performance As in previous years, the TVA Board approved the use of a corporate multiplier for the 2022 WPTIP/EAIP program. The corporate multiplier ranges between 0 and 1.0 and can be used only for purposes of reducing the amount of the award. The multiplier was based on performance in 2022 against goals set in August 2021 for six organizational metrics. For 2022, the TVA Board determined that the corporate multiplier should be 1.0 based on the following: • Continued strong safety performance – top decile in SIIR for 2022 • Financial health and performance – strong fiscal responsibility • Jobs created and retained - efforts continued to help attract and encourage the expansion of business and industries in 2022 – Over $10.2 billion in projected investments, and – Expected to create or retain approximately 66,500 jobs • Overall performance - achieved strong operational and financial performance results despite the challenges associated with the continued COVID-19 pandemic, market conditions, executive orders and mandates, and competition for talent. Why does the TVA Board use a multiplier? The multiplier allows the TVA Board to qualitatively assess the organization's performance, emphasizing the importance of safety, financial health, reputation, and economic development. 188 Table of Contents Corporate Multiplier Factors Metric Definition Why Is This Metric Used? Safety – Serious Injury Incident Rate (SIIR) 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. TVA shares a professional and personal commitment to protect the safety of its employees, its contractors, its customers, and those in communities that TVA serves. Total Financing Obligations (TFO) and Liabilities All statutory debt and other financing obligations. TFO and Liabilities is calculated by subtracting contributions to unfunded liabilities from the sum of (1) long-term debt, net (including unamortized premiums/discounts), (2) short-term debt, net, (3) leaseback obligations, (4) energy prepayment obligations, and (5) variable interest entities. TVA's TFOs are driven by its business plan and reflect the application of sound financial guiding principles. Focusing on this measure will improve TVA's fiscal performance and strengthen TVA's balance sheet. Cash Flow from Operating Activities Amount of cash generated from power production and other mission-related activities and generally defined as operating revenues received less cash payments made for operating expenses. See Item 8, Financial Statements and Supplementary Data – Consolidated Statements of Cash Flows for additional information. Cash Flow from Operating Activities is considered a key indicator of overall financial health as it measures TVA's ability to use cash received from customers to sufficiently fund outgoing cash expenditures. Net Income Consists of the entity’s net earnings derived by adjusting revenues for the cost of doing business, including the cost of sales, depreciation, interest, taxes, and other expenses. See Item 8, Financial Statements and Supplementary Data – Consolidated Statements of Operations for additional information. Standard accounting measure that provides a view of TVA's financial performance and position. Jobs Created and Retained Measures the number of new or retained jobs in the Tennessee Valley for which TVA has played a role in the recruitment or retention of the economic development project. Tracks its progress using an industry standard measure. Jobs Created and Retained is a measure that economic developers can speak to and easily understand, and an established tracking mechanism is in place to measure TVA's economic development efforts. Board Level Significant Events Includes items deemed significant by the TVA Board of Directors. These items may affect TVA's reputation with its customers and its stakeholders, the organizational health of the workforce, or its impact on the public at large. Both favorable and unfavorable events will be considered. An incentive pay program, by design, cannot cover the entire scope of activities that could occur during a given cycle. This measure allows the TVA Board to deem certain reputational, environmental, or other items as significant impacts to TVA's business. Items that may be considered significant (either favorably or unfavorably) include customer survey results, stakeholder survey results, key indicators of organizational health, environmental events, or other major events not covered in other performance measures. The TVA Board and the CEO qualitatively assessed TVA’s performance at the end of the 2022 performance period. Based on the performance of the 2022 corporate multiplier measures, the TVA Board determined to apply a 1.0 multiplier, or no reduction to the calculated WPTIP/EAIP payout. 189 Table of Contents CORPORATE MULTIPLIER MEASURES (0.0 – 1.0 MULTIPLIER) Note (1) Includes impact of partnership credits. Partnership credits are wholesale bill credits provided to local power company customers who have signed long-term Partnership Agreements with TVA. For more information, see Item 1, Business — Customers . Individual Performance Multiplier Reinforces Pay for Performance 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 objectives. A 50 percent weighting is assigned to business goals, and a 50 percent weighting is assigned to leadership competencies. No numerical measures are assigned to the goals. Rather, at the end of the performance period, the CEO assesses the performance of the other NEOs and informs the Committee of his decision on a multiplier for each NEO. For the CEO Individual Performance Multiplier, each TVA Board member assesses the CEO's performance at the end of a performance period on a scale of 1–5, with "5" representing superior performance. Results of the assessment are provided to the TVA Board Chair who, after consultation with the Committee, determines the multiplier to be applied to the CEO. For each NEO, the individual performance multiplier can range between 0% to 150% of the calculated payout and can be used to reduce (multiplier below 100%) or increase (multiplier above 100%) the amount of the award. For 2022, the NEOs were evaluated on individual performance goals and the following leadership competencies: Leadership Competencies Inspiring Trust and Engagement Continuous Improvement Vision, Innovation, & Strategic Execution Leadership Courage Building Organizational Talent Accountability and Driving for Results Adaptability Business Acumen Effective Communication Leveraging Diversity The 2022 individual multipliers and award payouts to the NEOs under the 2022 EAIP are described under each executive's compensation scorecard under 2022 Pay Decisions - 2022 NEO Pay Decisions and Compensation Scorecards below. Award payouts are also reported in the "Non-Equity Incentive Plan Compensation" column in the Executive Compensation Tables and Narrative Disclosures - Summary Compensation Table. 190 Table of Contents Long-Term Incentive Plan Compensation Certain executives in critical positions, including the NEOs, participate in the company's long-term incentive plan. 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 long-term performance awards and long-term retention awards, as discussed below. LONG-TERM AWARDS REWARD LONG-TERM SUCCESS LONG-TERM INCENTIVE AWARDS • Enterprise-wide performance criteria that are directly aligned with TVA's mission • "Cumulative" performance approach to measure performance achieved over a three-year period with a new three-year performance cycle beginning each year • Potential payment range of 0 percent to 150 percent of target incentive opportunity to enable awards that are commensurate with performance achievements • Award opportunities established for each performance cycle at or below 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 on each vesting date The TVA Board and Mr. Lyash evaluated the appropriateness of the long-term incentive award opportunities for the CEO and other NEOs, respectively. For 2022, the value of the long-term performance awards (at target) and the long-term retention awards were increased from 2021 levels, so that TDC moved closer to market median, following a review of benchmarking and individual performance and reflective of increased tenure and experience. Accordingly, target long-term incentive award opportunities of the NEOs for 2022 were as follows: Named Executive Officers 2022–2024 LTP (1) Value at target % Increase from 2021–2023 LTP target value 2022 LTR (1) Value % Increase from 2021 LTR award value % Increase from 2021 Total LTI (LTP and LTR) target values Mr. Lyash 308.6 % $ 3,556,000 22.0 % 132.3 % $ 1,524,000 22.0 % 22.0 % Mr. Thomas (2) 175.3 % $ 1,395,000 34.3 % 73.5 % $ 585,000 32.7 % 33.8 % Mr. Moul (2) 153.6 % $ 1,175,000 99.6 % 102.6 % $ 785,000 33.3 % 66.5 % Mr. Rausch 104.7 % $ 596,000 19.2 % 58.0 % $ 330,000 — % 11.6 % Mr. Fountain (2) 133.3 % $ 770,000 36.9 % 57.1 % $ 330,000 4.3 % 25.1 % Notes (1) Represents the percent of each NEO's salary (2) LTP and LTR percent values reflect a higher than usual year-over-year increase due to the effects of 2021 prorated grants. These grants were provided in association with a mid-year job title and responsibility change for Mr. Thomas, position selection for Mr. Fountain, and new hire selection for Mr. Moul, as disclosed in TVA's 2021 Annual Report on Form 10-K, Item 10, Directors, Executive Officers, and Corporate Governance, and Item 11, Executive Compensation - Compensation Discussion and Analysis . 191 Table of Contents Long-Term Performance Awards TVA's executive compensation program provides for an annual grant of an LTP award with a three-year performance period. During 2022, there were three overlapping LTP awards: 2020–2022 LTP Award Vested September 30, 2022 2021–2023 LTP Award Vesting September 30, 2023 2022–2024 LTP Award Vesting September 30, 2024 The performance metrics and threshold, target, and stretch goals for each metric are determined annually by the TVA Board. 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 Long-Term Incentive Plan. For the 2020-2022 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 150 percent payout opportunity. For the 2021-2023 and 2022-2024 LTP award cycles, performance at stretch will provide for a 200 percent payout opportunity. Linear interpolation is used for results between threshold and stretch goals. The TVA Board can use its discretion to adjust the final payout for LTP awards based on achievements, peer group comparisons, and performance over the performance cycle. LTP Incentive Amount = Target Value × Percent of Opportunity Achieved (0% to 150%) For the three-year performance period ended September 30, 2022, the TVA Board previously approved four overall long-term incentive measures of TVA performance to be applied to all participants in the LTP. The 2020–2022 performance measures, along with the weighting ascribed to each, are shown below as a percentage of the total LTP award opportunity at target-level performance. 192 Table of Contents 2020-2022 LTP PERFORMANCE METRICS The 2020–2022 LTP metrics are described in detail below. Non-Fuel Delivered Cost of Power What this measures: Non-fuel expenses (cents/kWh) The Non-Fuel Delivered Cost of Power is a financial measure equal to the sum of (i) non-fuel operating and maintenance ("O&M") expense, (ii) base capital cost, (iii) interest expense, and (iv) other expense divided by budgeted electric power sales. Why Is This Metric Used? This measure drives performance through activities that management can control. It aligns 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 What this measures: Transmission system outages that affect TVA customers Load Not Served ("LNS") is a measure of the magnitude and duration of transmission system outages that affect TVA customers expressed in system minutes. 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, gunfire, vandalism, and verified tornadoes. Why Is This Metric Used? TVA manages this critical indicator to reduce the impact of customer outages. External Performance Indicators for the TVA Nuclear Fleet What this measures: nuclear operations performance External Performance Indicators for the TVA Nuclear Fleet 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. Why Is This Metric Used? This measure is a recognized industry standard for nuclear operations performance based on safety and reliability. External Measures What this measures: External perception and reputational events Media Tone – Measures the percent of positive and balanced media coverage out of total TVA news coverage. Stakeholder Survey – Conducted among the general public, public officials, economic development leaders, and business/community leaders in the TVA service area to assess public opinion of TVA. Customer Survey – Annual survey of LPCs and Direct-Serve Customers focused on better understanding customer loyalty and related performance drivers. Why Is This Metric Used? Targets for these measures represent incremental improvement in external perceptions of TVA's performance and brand. 193 Table of Contents Consistent with its public power mission, TVA's long-term performance metrics 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 metrics reflect TVA's focus on meeting or exceeding customer expectations and identifying areas for continuous improvement. In setting the goal for each metric, 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. Achievement of the target goal would result in a 100 percent payout opportunity with respect to that goal. A threshold goal is also set for each metric, so that no payout would occur with respect to metrics that fail to achieve that threshold. Additionally, a stretch goal for each metric is set to incentivize and reward exceptional performance. Linear interpolation is used for results between threshold and stretch goals. 2020–2022 LTP Award Performance Results The performance results on the 2022 TVA Long-Term Performance Scorecard are set forth below. Performance resulted in a payout of 137 percent of target opportunity. 2020–2022 Long-Term Performance Scorecard 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 2020–2022 performance cycle, the Non-Fuel Delivered Cost of Power measure was calculated using an average of the 2020, 2021, and 2022 results. (2) Load Not Served = (Percentage of Total Load Not Served) x (Number of Minutes in the Period). For the 2020–2022 performance cycle, the Load Not Served measure was calculated using an average of the 2020, 2021, and 2022 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 2020–2022 performance cycle, the External Performance Indicators for the TVA Nuclear Fleet measure was calculated using the 2022 results. (4) For the 2020–2022 performance cycle, the External Measures metrics were calculated using an average of the 2020, 2021, and 2022 results. 194 Table of Contents In reviewing the 2020–2022 performance period, the TVA Board considered strong performance in several areas, including the single area where performance was below target, Media Tone. Below are key highlights for this performance period: ü Continued strong safety performance in 2022 • Top quartile performance for TVA’s Recordable Injury Rate in 2022 • Top decile performance for TVA’s Serious Injury Incident Rate in 2022 ü Strong transmission system reliability performance ü Strong financial performance • In 2020, TVA achieved and surpassed its strategic goal of reducing debt to $21.8 billion by 2023, and made even further reductions in debt in 2021 and 2022 • TFOs at September 30, 2022 are the lowest in 35 years • Lower interest expense in 2022 compared to 2021 mainly due to lower average debt balances and lower average long-term rates • Delivered three years of customer credits ü Nuclear Performance - Browns Ferry rated "Exemplary" by industry peers - August 2022 ü Strengthened customer relationships: • 96% of 153 LPCs have signed with TVA under 20-year Partnership Agreement • Offered regulatory relief and flexibility so LPCs could help their communities • Provided approximately $13 million in credits under the Back-to-Business Credit Program since inception through 2021 • Continued to partner with LPCs through the Community Care Fund established in 2020 • Three-year Stakeholder Survey results exceeded target and show continued improvement over performance period • Customer Survey reflects increasing commitment levels with improving scores from 2020 to 2021 and highest ever score in 2022 ü Continued efforts in 2020-2022 to help attract and encourage the expansion of business and industries, resulting in companies announcing $27.6 billion in investments and approximately 214,000 jobs created or retained The TVA Board determined that the calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities an d did not exercise its discretion to adjust the calculated payout. Payouts to the NEOs for the 2020–2022 LTP Award are described under each executive's compensation scorecard under 2022 Pay Decisions – 2022 NEO Pay Decisions and Compensation Scorecards below and reported in the Executive Compensation Tables and Narrative Disclosures -Summary Compensation Table under "Non-Equity Incentive Plan Compensation." 2021–2023 Outstanding LTP Performance Cycle The TVA Board previously approved the following overall LTP measures of TVA performance for all participants for the three-year cycle ending September 30, 2023 (awards to be paid in November 2023): Performance Metric and Weighting Threshold Target Stretch (50% Payout) (100% Payout) (200% Payout) Non-Fuel Delivered Cost of Power (1) 45% 3.62 3.48 3.34 Load Not Served (2) 30% 4.6 3.9 3.4 External Performance Indicators for the TVA Nuclear Fleet (3) 15% 92.1 94.9 97.7 Stakeholder Survey (4) 5% 75.2 77.7 80.2 Customer Survey (5) 5% 67.3 71.3 75.3 195 Table of Contents Notes (1) Metric has same definition as for the 2020-2022 LTP awards. For the 2021-2023 performance cycle, the Non-Fuel Delivered Cost of Power measure will be calculated using an average of the 2021, 2022, and 2023 results. (2) Metric has same definition as for the 2020-2022 LTP awards. For the 2021-2023 performance cycle, the Load Not Served measure will be calculated using an average of the 2021, 2022, and 2023 results. (3) Metric has same definition as for the 2020-2022 LTP awards. For the 2021-2023 performance cycle, the External Performance Indicators for the TVA Nuclear Fleet measure will be calculated based on 2023 results. (4) For the 2021-2023 performance cycle, the Stakeholder Survey metric will be the average score of a survey conducted among the general public, public officials, economic development leaders, and business and community leaders in the TVA service area to assess public opinion of TVA. This measure will be calculated using an average of the 2021, 2022, and 2023 results. (5) For the 2021-2023 performance cycle, the Customer Survey metric will be a composite score of customer survey results based on responses to key survey questions related to the impact of customer experience on loyalty to TVA. This measure will be calculated using an average of the 2021, 2022, and 2023 results. External Performance Indicators for the TVA Nuclear Fleet, Customer Survey, and Stakeholder Survey remain measures but are no longer components of External Measures, which has been removed as a composite metric. Additionally, Media Tone has been removed as a metric, and the weighting for Non-Fuel Delivered Cost of Power has been increased to 45%. 2022–2024 Outstanding LTP Performance Cycle In August 2021, the TVA Board approved the following overall LTP measures of TVA performance for all participants for the three-year cycle ending September 30, 2024 (awards to be paid in November 2024): Performance Metric and Weighting Threshold Target Stretch (50% Payout) (100% Payout) (200% Payout) Non-Fuel Delivered Cost of Power (1) 45% 3.67 3.53 3.39 Load Not Served (2) 30% 4.5 3.9 3.2 External Performance Indicators for the TVA Nuclear Fleet (3) 15% 93.5 96.0 98.5 Powerful Partnerships Survey (4) 10% 74.0 78.0 82.0 Notes (1) Metric has same definition as for the 2020-2022 LTP awards. For the 2022-2024 performance cycle, the Non-Fuel Delivered Cost of Power measure will be calculated using an average of the 2022, 2023, and 2024 results. (2) Metric has same definition as for the 2020-2022 LTP awards. For the 2022-2024 performance cycle, the Load Not Served measure will be calculated using an average of the 2022, 2023, and 2024 results. (3) Metric has same definition as for the 2020-2022 LTP awards. For the 2022-2024 performance cycle, the External Performance Indicators for the Nuclear Fleet measure will be calculated using 2024 results. (4) The Powerful Partnerships Survey 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 2022-2024 performance cycle, the Powerful Partnerships Survey measure will be calculated using an average of the 2022, 2023, and 2024 results. For the 2022-2024 performance cycle, the Powerful Partnerships Survey has been added as a new metric, with a weighting of 10%, and replaces the former Customer Survey and Stakeholder Survey metrics as illustrated in the above chart, beginning with this performance cycle. Long-Term Retention 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 awards under the LTIP is to provide 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. Grants are generally effective as of October 1 and will become one-third vested 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. 196 Table of Contents 2022 Long-Term Retention Award Grant Following the market assessment conducted by FW Cook, effective October 1, 2021, TVA granted LTR awards to the NEOs. These awards vest in three equal tranches on September 30, 2022, September 30, 2023, and September 30, 2024, contingent upon continued employment on each vesting date. The amounts of these awards are set forth under "Long-Term Incentive Plan Compensation" above. 2022 Vesting of Outstanding Retention Awards LTR awards that vested in 2022 are described under 2022 Pay Decisions - 2022 NEO Pay Decisions and Compensation Scorecards below and are reported in the Executive Compensation Tables and Narrative Disclosures - Summary Compensation Table under "Non-Equity Incentive Plan Compensation ." The vesting schedule for the three LTR awards outstanding in 2022 is set forth below. 2022 VESTING OF OUTSTANDING RETENTION AWARDS Note (1) Mr. Fountain did not receive a 2020 LTR grant. 2022 Pay Decisions 2022 CEO Pay Decisions Overview CEO TDC EARNED IN 2022 - $8,192,678 Base Salary $ 1,152,250 Annual Performance Incentive under Executive Annual Incentive Plan $ 2,570,958 119 percent of target enterprise performance achieved Reflects Individual Performance Multiplier of 125 percent Long-Term Performance Incentive $ 3,207,170 137 percent of long-term performance achieved for the three-year performance cycle ended September 30, 2022 Long-Term Retention Incentive $ 1,262,300 2022 tranche of 2020, 2021 and 2022 LTR awards Each year, the Committee makes two key compensation decisions with respect to CEO compensation: the amount of TDC opportunity (which is forward-looking and incentivizes the CEO to perform), and the amount of TDC earned (which rewards the CEO for his prior performance). 197 Table of Contents 2022 CEO Total Direct Compensation Opportunity On November 10, 2021, the TVA Board approved compensation adjustments for Mr. Lyash for 2022, increasing each component of Mr. Lyash's TDC over 2021 levels. The adjustments were made following the annual review of FW Cook’s market analysis and benchmarking of CEO compensation, and in consideration of Mr. Lyash's increased tenure with TVA and his 2021 performance. The target TDC opportunity granted to Mr. Lyash in 2022 is illustrated below. CEO 2022 TARGET TOTAL DIRECT COMPENSATION OPPORTUNITY (1)(2) Note (1) Target market assessment effective October 2021 and included market composite of WTW survey sample and proxy peer group. This composite group includes 42 investor-owned utilities and government entities further described in Item 11, Executive Compensation - Compensation Discussion and Analysis - List of Compensation Peer Companies . (2) Market 50th Percentile amounts are benchmarks for each compensation component which are determined independently and do not sum together. 2022 CEO TARGET TOTAL DIRECT COMPENSATION OPPORTUNITY BELOW MARKET (1) Note (1) Target market assessment effective October 2021 and included market composite of WTW survey sample and proxy peer group. This composite group includes 42 investor-owned utilities and government entities further described in Item 11, Executive Compensation - Compensation Discussion and Analysis - List of Compensation Peer Companies . 198 Table of Contents 2022 CEO Total Direct Compensation Earned The TDC that Mr. Lyash earned for 2022 reflected company and individual performance that met and exceeded most targets and was approximately 71% performance-based compensation. CEO 2022 TOTAL DIRECT COMPENSATION EARNED Note (1) 2020-2022 Long-Term Performance Incentive award reflects a three-year performance cycle. (2) Long-Term Retention Incentive amount reflects the 2022 tranches of the 2020, 2021, and 2022 LTR awards. The annual incentive award that Mr. Lyash received reflected an Individual Performance Multiplier of 125 percent . The Committee and TVA Board were extremely pleased with Mr. Lyash's performance for 2022. See 2022 Pay Decisions - 2022 NEO Pay Decisions and Compensation Scorecards below for more information. Why Total Compensation Earned Differs From Compensation Reported 2022 CEO TOTAL COMPENSATION COMPONENTS Summary Compensation Table Total Compensation = $ 9,760,226 $26,100 Other $8,192,678 $1,541,448 Total Direct Compensation Earned Increase in Value of Supplemental Executive Retirement Plan Amount does not represent payments actually received by CEO (1) Note (1) Amount reflects change in present value of the accumulated pension/SERP benefits during the prior year, determined using assumptions consistent with those used in the financial statements in this Annual Report, set forth in Note 20 - Benefit Plans . Unlike the amounts reported in the Summary Compensation Table, Mr. Lyash's TDC Earned represents the annual pay decisions by the Committee that specifically reflect its assessment of the company's performance and individual performance and reward the employee for satisfaction of incentive award conditions (enterprise performance and continued employment). Other elements included in the Summary Compensation Table , such as changes in pension values and vesting of recruitment and relocation incentives, are excluded from TDC Earned because they do not relate to performance and are outside the scope of the Committee's annual pay decisions. The Committee therefore believes that TDC Earned renders a more accurate and up-to-date reflection of its assessment of performance. 199 Table of Contents CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, TVA is providing the following information regarding the annual total compensation of TVA's CEO position and the annual total compensation of the median employee of the company: • The total compensation for the CEO position for 2022 was $9,760,226. • For 2022, the median employee's annual total compensation was $149,400. Based on this information, the pay ratio of the total compensation for the CEO position to the median employee was approximately 65 to 1. To identify the median employee and to determine the annual total compensation of the median employee, TVA took the following steps: • TVA selected September 30, 2022, as the date on which to identify its median employee. On September 30, 2022, TVA's employee population that had earnings in 2022 (including full-time, part-time, and temporary employees) consisted of 10,346 individuals located in the U.S. • In order to identify the median employee from its employee population, TVA compared the compensation that would be included in Box 5 (Medicare Wages and Tips) of Form W-2, which includes salary, overtime, and incentive compensation, for the period from October 1, 2021 to September 30, 2022. Box 5 compensation was used as it is representative of the compensation received by all employees and is readily available and objective. • After identifying its median employee, TVA calculated that employee's compensation for 2022 as though that compensation was being calculated for purposes of the Summary Compensation Table, resulting in annual total compensation of $149,400. The above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because Item 402(u) provides companies with flexibility to select the methodology and assumptions used to identify the median employee and to calculate the pay ratio, the pay ratio reported by TVA may not be comparable to the pay ratios reported by other companies. 2022 CEO Pay Ratio Below Median Among Peers As reflected above, TVA's CEO target TDC is low compared to its 2022 compensation peer group on an absolute basis and is also low compared to its peers in the context of organizational pay ratios. Based on TVA's 2022 pay ratio noted above and the pay ratio disclosed in its peers' most recent public disclosures, TVA's current pay ratio is well below the 50th percentile, at the 7th percentile of its peers. Peers used are those shown under Proxy Peer Group of Investor-Owned Utilities in the List of Compensation Peer Companies . 2022 NEO Pay Decisions and Compensation Scorecards The following pages show each NEO's 2022 Total Direct Compensation earned, 2022 TDC opportunities granted, and the Committee's (or the CEO's in the case of NEOs other than the CEO) rationale for those pay decisions. 200 Table of Contents JEFFREY J. LYASH 2022 TOTAL DIRECT COMPENSATION EARNED President and CEO $ 8,192,678 Joined TVA April 2019 2022 INDIVIDUAL PERFORMANCE HIGHLIGHTS • Sustained high levels of service and outstanding performance as employees successfully led company through all strategic areas as the COVID-19 pandemic lingered into 2022. • Delivered a wide range of pandemic support programs to LPCs, businesses, and communities – helped businesses across the Tennessee Valley to recover. • Guided effective COVID-19 planning and responses through Pandemic Response Team; strengthened union partnerships with united focus on enhanced safety, well-being, and communications to support the workforce. • Evolving TVA workplace flexibility focused on “We Work Everywhere to Serve” and enhanced community presence. • TVA received numerous recognitions/awards for military friendly, veterans, and diversity as well as Forbes best-in-state employers for 4th consecutive year. • Outstanding system-wide performance during unprecedented high-demand summer season. • Industry-leading innovation to explore advanced small modular reactor technology in support of decarbonization efforts. • Outstanding Nuclear Fleet performance with results trending ahead of goal towards Nation's Top Nuclear Fleet. • TVA issued its first-ever Diversity, Equity, Inclusion and Accessibility Report. • Strong financial performance – debt lowest level in 35 years and maintained flat wholesale base rates since 2019. • Strengthened customer relationships: 96% of LPCs have signed TVA 20-year Partnership Agreement. • Demonstrated how TVA values people as a business priority by increasing Environmental, Social, and Governance focus and support through enhancements to sustainability and human capital management reporting. • Strengthened public power model through partnerships designed to advance electric vehicles and charging stations that support the Tennessee Valley. 2022 COMMUNITY/INDUSTRY ENGAGEMENT ▪ Nuclear Energy Institute - Board Chair ▪ Institute of Nuclear Power Operations - Vice Chair of Board ▪ World Association of Nuclear Operators - Governor, Global Board and Chairman, Atlanta Centre ▪ Drexel University - Board of Trustees ▪ Boys and Girls Clubs of the Tennessee Valley and the United Way - actively engaged supporter Dre Base Salary. Mr. Lyash's salary was increased 4.75 percent to $1,152,250 at the beginning of 2022, reflecting superior performance and positioning to a more competitive base salary. This amount is below the 2022 compensation peer group median. EAIP Payment Earned. Organizational performance, including strong fiscal responsibility and operational/reliability performance, under the TVA EAIP Scorecard exceeded target for all measures except one, resulting in a 119 percent payout percentage. Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the continued challenges presented by COVID-19, market conditions, executive orders and mandates, and competition for talent. As a result, the TVA Board approved a 1.0 Corporate Multiplier. The TVA Board approved an Individual Performance Multiplier of 125 percent for Mr. Lyash for 2022 given his superior performance, including those considerations noted under 2022 Individual Performance Highlights. Annual Salary X Annual Target Incentive Opportunity X Percent of Opportunity Achieved (0% to 150%) X Corporate Multiplier (0 to 1.0) X Individual Performance Multiplier (0% to 150%) = EAIP Payout $1,152,250 150% 119% 1.0 125% $2,570,958 Long-Term Incentives Earned Long-Term Performance Awards Earned. Organizational performance under the 2020–2022 LTP program was strong in several areas, including key areas where performance exceeded target expectations. In light of strong financial performance, operational and reliability performance, and strengthened customer and stakeholder relationships, the TVA Board determined that the 137 percent calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities and did not exercise its discretion to adjust the payout. Target Amount X Percent of Opportunity Achieved (0% to 150%) = LTP Incentive Amount $2,341,000 137% $3,207,170 Long-Term Retention Award Earned. Mr. Lyash earned $1,262,300 in 2022 upon the vesting of the 2022 tranches of his 2020, 2021, and 2022 LTR program awards. The LTR awards vest ratably over a three-year period, subject to continued employment on each vesting date. Long-Term Incentive Opportunities Granted 2022–2024 Long-Term Performance Award Opportunity. Effective October 1, 2021, Mr. Lyash was granted a 2022–2024 LTP program award with a target opportunity of $3,556,000, which will vest on September 30, 2024. Actual payout will depend on performance against targets at the end of the three-year performance period. 2022 Long-Term Retention Award Opportunity. Effective October 1, 2021, Mr. Lyash was granted a 2022 LTR program award of $1,524,000 that vests ratably over a three-year period, subject to continued employment on each vesting date. The first tranche was earned in 2022 as described above. 201 Table of Contents JOHN M. THOMAS, III 2022 TOTAL DIRECT COMPENSATION EARNED Executive Vice President and Chief Financial and Strategy Officer $3,423,056 Joined TVA November 2005 2022 INDIVIDUAL PERFORMANCE HIGHLIGHTS • Advancement of Green Invest Program community partnerships and visibility. • Issued a carbon-free Request for Proposal ("RFP") for up to 5,000 MW of carbon-free and renewable energy projects. • Partnerships with auto industry, Tennessee Valley states, LPCs, and customers to advance electric vehicles and charging stations installs by 2028; projected significant reinvestment in the local economy. Four Fast Charge Network sites are complete and operational with 28 additional sites under contract for development. • Interest expense lower in 2022 compared to 2021 mainly due to lower average debt balances and lower average long-term rates. • Achieved reduction in costs compared to the Corporate Insurance budget. • Additional measures were put in place to better manage externally facing applications and logins that could threaten the operations of TVA (in response to Executive Order 14028, "Improving the Nation’s Cybersecurity"). • Executed CFO, strategic planning, and business planning functions delivering results that exceeded enterprise goals in O&M expense, debt reduction, net income, and cash flow. • Implemented continued advancement of Cybersecurity capabilities. • Maintained flat wholesale base rates since 2019 while continuing to stabilize debt. • Continued to keep the customers in mind while supporting communities through extended pandemic credits and through reinstating a natural gas financial hedging program designed to mitigate fuel cost volatility. • Maintaining investor relations and financial integrity through timely SEC reporting with unqualified opinion and no significant issues. • TVA’s rates are in the top quartile of lowest rates among the top 100 U.S. Utilities. • Broke ground on the first TVA-owned battery project. • Completed Financial Services digital roadmap to support enterprise digital transformation. 2022 COMMUNITY/INDUSTRY ENGAGEMENT • Siskin Children's Institute - Executive Committee; chair, Finance Committee • Electric Power Research Institute - Audit Committee • Chattanooga Chamber of Commerce - CEO Round Table Base Salary. Mr. Thomas' salary was increased 4.00 percent to $795,600 at the beginning of 2022, reflecting strong performance and positioning to maintain a competitive base salary. EAIP Payment Earned. Organizational performance, including strong fiscal responsibility and operational/reliability performance, under the TVA EAIP Scorecard exceeded target for all measures except one, resulting in a 119 percent payout percentage. Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the continued challenges presented by COVID-19, market conditions, executive orders and mandates, and competition for talent. As a result, the TVA Board approved a 1.0 Corporate Multiplier. The CEO approved an Individual Performance Multiplier of 106 percent for Mr. Thomas for 2022 given his strong performance, including those considerations noted under 2022 Individual Performance Highlights. Annual Salary X Annual Target Incentive Opportunity X Percent of Opportunity Achieved (0% to 150%) X Corporate Multiplier (0 to 1.0) X Individual Performance Multiplier (0% to 150%) = EAIP Payout $795,600 80% 119% 1.0 106% $802,856 Long-Term Incentives Earned Long-Term Performance Awards Earned . Organizational performance under the 2020–2022 LTP program was strong in several areas, including key areas where performance exceeded target expectations. In light of strong financial performance, operational and reliability performance, and strengthened customer and stakeholder relationships, the TVA Board determined that the 137 percent calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities and did not exercise its discretion to adjust the payout. Target Amount X Percent of Opportunity Achieved (0% to 150%) = LTP Incentive Amount $980,000 137% $1,342,600 Long-Term Retention Award Earned. Mr. Thomas earned $482,000 in 2022 upon the vesting of the 2022 tranches of his 2020, 2021, and 2022 LTR program awards. The LTR awards vest ratably over a three-year period, subject to continued employment on each vesting date. Long-Term Incentive Opportunities Granted 2022–2024 Long-Term Performance Award Opportunity. Effective October 1, 2021, Mr. Thomas was granted a 2022–2024 LTP program award with a target opportunity of $1,395,000, which will vest on September 30, 2024. The actual payout of the award will depend on performance against targets at the end of the three-year performance period. 2022 Long-Term Retention Award Opportunity. Effective October 1, 2021, Mr. Thomas was granted a 2022 LTR program award of $585,000 that vests ratably over a three-year period, subject to continued employment on each vesting date. The first tranche was earned in 2022 as described above. 202 Table of Contents DONALD A. MOUL 2022 TOTAL DIRECT COMPENSATION EARNED Executive Vice President and Chief Operating Officer $2,507,662 Joined TVA June 2021 2022 INDIVIDUAL PERFORMANCE HIGHLIGHTS • Effective planning and response to COVID-19 through Pandemic Response Team and union partnerships – focusing on enhanced safety, well-being, and communications to support the workforce, including negotiating Employee Responsibility Policy with TVA’s 17 unions. • Implemented New Nuclear Program to explore advanced small modular reactor technology options. • Power Operations fleet was favorable for all reliability and performance metrics and met all operational reliability commitments despite significant weather events and system challenges. • Delivered uninterrupted power during an unprecedented high-demand summer season. • Led the organizational response and provided oversight of the completion of reviews following the fatality in 2022 and improvements to processes, training, and work planning based on reviews completed. • Transmission and Power Supply ("T&PS") continued to champion efforts to ensure the energy TVA produces makes it to its customers. • Continued energy and sustainability efforts by implementing projects at TVA facilities through the Internal Energy Management Program. • Successfully completed the Boone Dam project, the single largest dam safety repair project undertaken at TVA. • Focused on the needs of TVA’s customers, T&PS responded to damage from the December tornados across the service territory. • Partnered in development of the 10-year Labor Strategy and Workforce Optimization Plan. Base Salary. Mr. Moul's salary remained the same at $765,000 at the beginning of 2022. EAIP Payment Earned. Organizational performance, including strong fiscal responsibility and operational/reliability performance, under the TVA EAIP Scorecard exceeded target for all measures except one, resulting in a 119 percent payout percentage. Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the continued challenges presented by COVID-19, market conditions, executive orders and mandates, and competition for talent. As a result, the TVA Board approved a 1.0 Corporate Multiplier. The CEO approved an Individual Performance Multiplier of 100 percent for Mr. Moul for 2022 given his solid performance, including those considerations noted under 2022 Individual Performance Highlights. Annual Salary X Annual Target Incentive Opportunity X Percent of Opportunity Achieved (0% to 150%) X Corporate Multiplier (0 to 1.0) X Individual Performance Multiplier (0% to 150%) = EAIP Payout $765,000 80% 119% 1.0 100% $728,280 Long-Term Incentives Earned Long-Term Performance Awards Earned . Organizational performance under the 2020–2022 LTP program was strong in several areas, including key areas where performance exceeded target expectations. In light of strong financial performance, operational and reliability performance, and strengthened customer and stakeholder relationships, the TVA Board determined that the 137 percent calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities and did not exercise its discretion to adjust the payout. Target Amount X Percent of Opportunity Achieved (0% to 150%) = LTP Incentive Amount $327,083 137% $448,104 2022 COMMUNITY/INDUSTRY ENGAGEMENT • Zoo Knoxville - Board of Directors and Circle of Friends • University of Tennessee Nuclear Engineering - Board of Advisors • Penn State University - Founder, Moul Family Fund for Reactor Operator Internship • Leadership Knoxville - Class of 2023 Long-Term Retention Award Earned. Mr. Moul earned $566,278 in 2022 upon the vesting of the 2022 tranches of his 2020, 2021, and 2022 LTR program awards. The LTR program awards vest ratably over a three-year period, subject to continued employment on each vesting date. Long-Term Incentive Opportunities Granted 2022–2024 Long-Term Performance Award Opportunity. Effective with his hire, Mr. Moul was granted a prorated 2022–2024 LTP program award with a target opportunity of $1,175,000 which will vest on September 30, 2024. The actual payout will depend on performance against targets at the end of the three-year performance period. 2022 Long-Term Retention Award Opportunity. Effective with his hire, Mr. Moul was granted a prorated 2022-2024 LTR program award of $785,000 that vests ratably over a three-year period, subject to continued employment on each vesting date. The first tranche was earned in 2022 as described above. Other Compensation Recruitment and Relocation Incentive. Mr. Moul was paid $450,000 in 2022 as the second installment of a deferred cash relocation incentive under his employment offer letter. In addition, Mr. Moul received an additional $469,352 in relocation benefits as reported in the All Other Compensation table. 203 Table of Contents TIMOTHY S. RAUSCH 2022 TOTAL DIRECT COMPENSATION EARNED Executive Vice President and Chief Nuclear Officer $2,177,126 Joined TVA October 2018 2022 INDIVIDUAL PERFORMANCE HIGHLIGHTS • Through leadership and talent development and the continued investment in TVA’s assets and people, TVA continues to move forward by having the Nation’s Top Nuclear Fleet by 2025 as part of its Operational Excellence priority. • Nuclear is achieving its goals ahead of schedule. • TVA’s Browns Ferry Nuclear Plant received an Exemplary Rating based on external nuclear performance indicators. • Browns Ferry Nuclear Plant Unit 3 broke its own continuous run record (690 day run). • Watts Bar Nuclear Plant was recognized by the Department of Energy for its contributions to the Tritium Modernization Program. • Implemented New Nuclear Program to explore advanced small modular reactor technology options. • The fleet continued providing uninterrupted power during an unprecedented high-demand summer season. • While the COVID-19 pandemic continued in 2022, it did not hinder the successful execution of outages and other maintenance activities. • Work Management Index improved moving TVA from 3rd to 1st Quartile. • Nuclear achieved industry Top Quartile Fleet Performance in 2022. • Annualized Nuclear Online Reliability Loss Factor improved from 3rd to 2nd Quartile. Base Salary. Mr. Rausch's salary was increased 3.20 percent to $569,321 at the beginning of 2022, reflecting solid performance and positioning to maintain a competitive base salary. EAIP Payment Earned. Organizational performance, including strong fiscal responsibility and operational/reliability performance, under the TVA EAIP Scorecard exceeded target for all measures except one, resulting in a 119 percent payout percentage. Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the continued challenges presented by COVID-19, market conditions, executive orders and mandates, and competition for talent. As a result, the TVA Board approved a 1.0 Corporate Multiplier. The CEO approved an Individual Performance Multiplier of 125 percent for Mr. Rausch for 2022 given his superior performance, including those considerations noted under 2022 Individual Performance Highlights. Annual Salary X Annual Target Incentive Opportunity X Percent of Opportunity Achieved (0% to 150%) X Corporate Multiplier (0 to 1.0) X Individual Performance Multiplier (0% to 150%) = EAIP Payout $569,321 70% 119% 1.0 125% $592,805 Long-Term Incentives Earned Long-Term Performance Awards Earned. Organizational performance under the 2020–2022 LTP program was strong in several areas, including key areas where performance exceeded target expectations. In light of strong financial performance, operational and reliability performance, and strengthened customer and stakeholder relationships, the TVA Board determined that the 137 percent calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities and did not exercise its discretion to adjust the payout. 2022 COMMUNITY/INDUSTRY ENGAGEMENT • University of Tennessee at Chattanooga - Engineering & Computer Science Advisory Board • American Association of Blacks in Energy - active member • Chambliss Center for Children - fundraiser platinum sponsor • Nuclear Energy Institute - Nuclear Strategy Industry Advisory Committee • INPO Senior Nuclear Plant Manager - quarterly course instructor Target Amount X Percent of Opportunity Achieved (0% to 150%) = LTP Incentive Amount $500,000 137% $685,000 Long-Term Retention Award Earned. Mr. Rausch earned $330,000 in 2022 upon the vesting of the 2022 tranches of his 2020, 2021, and 2022 LTR program award. The LTR program awards vest ratably over a three-year period, subject to continued employment on each vesting date. Long-Term Incentive Opportunities Granted 2022–2024 Long-Term Performance Award Opportunity. Effective October 1, 2021, Mr. Rausch was granted a 2022–2024 LTP program award with a target opportunity of $596,000, which will vest on September 30, 2024. Actual payout will depend on performance against targets at the end of the three-year performance period. 2022 Long-Term Retention Award Opportunity. Effective October 1, 2021, Mr. Rausch was granted a 2022 LTR program award of $330,000 that vests ratably over a three-year period, subject to continued employment on each vesting date. The first tranche was earned in 2022 as described above. 204 Table of Contents DAVID B. FOUNTAIN 2022 TOTAL DIRECT COMPENSATION EARNED Executive Vice President and General Counsel $1,817,236 Joined TVA June 2020 2022 INDIVIDUAL PERFORMANCE HIGHLIGHTS • Guided TVA to become the first U.S. federal agency to achieve Ethisphere ® Compliance Leader Verification TM designation in recognition of TVA’s best-in-class Ethics & Compliance program. • Counseled TVA for favorable outcomes throughout a variety of novel legal challenges including challenges to the public power model. • Coordinated TVA’s Environmental, Social, and Governance initiatives across the enterprise. • Implemented a Trade Control Compliance Program. • Developed the new Board Code of Conduct adopted in 2022, and updated TVA’s Code of Conduct and Supplier Code of Conduct. • Counseled TVA on evolving health and safety regulatory requirements related to the COVID-19 pandemic. • Served a critical role as an insightful, strategic, and trusted advisor to the Enterprise Leadership Team and to the TVA Board. • Supported TVA’s We Work Everywhere to Serve initiative to drive TVA’s transition from paper to electronic records lifecycle management. 2022 COMMUNITY/INDUSTRY ENGAGEMENT • University of North Carolina, Kenan-Flagler Business School Energy Center - Advisory Board • Shepherd's Table Soup Kitchen - board of directors • YMCA of the Triangle - board of directors (6-yr term concluded December 2021) Base Salary. Mr. Fountain's salary was increased 7.00 percent to $577,800 at the beginning of 2022, reflecting his solid performance and positioning to maintain a competitive base salary. EAIP Payment Earned. Organizational performance, including strong fiscal responsibility and operational/reliability performance, under the TVA EAIP Scorecard exceeded target for all measures except one, resulting in a 119 percent payout percentage. Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the continued challenges presented by COVID-19, market conditions, executive orders and mandates, and competition for talent. As a result, the TVA Board approved a 1.0 Corporate Multiplier. The CEO approved an Individual Performance Multiplier of 106 percent for Mr. Fountain for 2022 given his strong performance, including those considerations noted under 2022 Individual Performance Highlights. Annual Salary X Annual Target Incentive Opportunity X Percent of Opportunity Achieved (0% to 150%) X Corporate Multiplier (0 to 1.0) X Individual Performance Multiplier (0% to 150%) = EAIP Payout $577,800 70% 119% 1.0 106% $510,186 Long-Term Incentives Earned Long-Term Performance Awards Earn e d . Organizational performance under the 2020–2022 LTP program was strong in several areas, including key areas where performance exceeded target expectations. In light of strong financial performance, operational and reliability performance, and strengthened customer and stakeholder relationships, the TVA Board determined that the 137 percent calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities and did not exercise its discretion to adjust the payout. Target Amount X Percent of Opportunity Achieved (0% to 150%) = LTP Incentive Amount $375,000 137% $513,750 Long-Term Retention Award Earned. Mr. Fountain earned $215,500 in 2022 upon the vesting of the 2022 tranches of his 2021 and 2022 LTR program awards. The LTR awards vest ratably over a three-year period, subject to continued employment on each vesting date. Long-Term Incentive Opportunities Granted 2022–2024 Long-Term Performance Award Opportunity. Effective October 1, 2021, Mr. Fountain was granted a 2022–2024 LTP program award with a target opportunity of $770,000 which will vest on September 30, 2024. The actual payout will depend on performance against targets at the end of the three-year performance period. 2022 Long-Term Retention Award Opportunity. Effective October 1, 2021, Mr. Fountain was granted a 2022 LTR program award of $330,000 that vests ratably over a three-year period, subject to continued employment on each vesting date. The first tranche was earned in 2022 as described above. Other Compensation Recruitment and Relocation Incentive. Mr. Fountain was paid $50,000 in 2022 as the third and final installment of a deferred cash relocation incentive under his employment offer letter. 205 Table of Contents Executive Compensation Tables and Narrative Disclosures Summary Compensation and Grants of Plan-Based Awards The following table provides information on compensation earned by each of the NEOs in 2022 (and 2021 and 2020, as applicable). SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary Bonus (1) Non-Equity Incentive Plan Compensation (2) Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) All Other Compensation (4) Total Jeffrey J. Lyash 2022 $ 1,152,250 $ — $ 7,040,428 $ 1,541,448 $ 26,100 $ 9,760,226 President and Chief 2021 1,100,000 — 6,354,730 (5) 2,110,300 (6) 317,650 9,882,680 Executive Officer 2020 1,058,000 — 2,729,609 (7) 2,271,647 (8) 1,237,977 7,297,233 John M. Thomas, III 2022 $ 795,600 $ — $ 2,627,456 $ 57,928 $ 21,750 $ 3,502,734 Executive Vice President and 2021 710,711 — 2,423,003 (9) 767,504 (10) 21,375 3,922,593 Chief Financial and Strategy Officer 2020 666,584 — 2,210,410 (11) 980,220 (12) 21,000 3,878,214 Donald A. Moul 2022 $ 765,000 $ — $ 1,742,662 $ 139,756 $ 945,452 $ 3,592,870 Executive Vice President 2021 205,962 — 648,869 (13) — 678,098 1,532,929 and Chief Operating Officer 2020 — — — — — — Timothy S. Rausch 2022 $ 569,321 $ — $ 1,607,805 $ 219,325 $ 26,100 $ 2,422,551 Executive Vice President 2021 551,668 — 1,387,136 (14) 237,895 (15) 25,650 2,202,349 and Chief Nuclear Officer 2020 535,600 — 1,031,390 (16) 106,428 (17) 159,794 1,833,212 David B. Fountain 2022 $ 577,800 $ — $ 1,239,436 $ 185,739 $ 76,100 $ 2,079,075 Executive Vice President 2021 507,444 — 567,163 (18) 4,167 (19) 479,295 1,558,069 and General Counsel 2020 — — — — — — Notes (1) There were no bonus awards in 2022. (2) The 2022 data is outlined in the Non-Equity Incentive Plan Compensation table below. (3) The 2022 data is outlined in the Change in Pension Value and Nonqualified Deferred Compensation Earnings table below. (4) The 2022 data is outlined in the All Other Compensation table below. (5) Represents $2,928,750 awarded under the EAIP, $2,671,680 awarded under the LTP, and $754,300 awarded under the LTR. (6) Reflects increase of $2,110,300 under the SERP. (7) Represents $2,391,609 awarded under the EAIP and $338,000 awarded under the LTR. (8) Reflects increase of $2,271,647 under the SERP. (9) Represents $847,736 awarded under the EAIP, $1,161,600 awarded under the LTP, and $413,667 awarded under the LTR. (10) Reflects increases of $17,652 under the Cash Balance Pension and $749,852 under the SERP. (11) Represents $730,576 awarded under the EAIP, $1,096,500 awarded under the LTP, and $383,334 awarded under the LTR. (12) Reflects increases of $34,401 under the Cash Balance Pension and $945,819 under the SERP. (13) Represents $235,435 awarded under the EAIP, $86,350 awarded under the LTP, and $327,084 awarded under the LTR. (14) Represents $575,776 awarded under the EAIP, $533,610 awarded under the LTP, and $277,750 awarded under the LTR. (15) Reflects increase of $237,895 under the SERP. (16) Represents $513,640 awarded under the EAIP, $167,750 awarded under the LTR, and $350,000 awarded under a Performance Incentive Arrangement. (17) Reflects increase of $106,428 under the SERP. (18) Represents $461,663 awarded under the EAIP and $105,500 awarded under the LTR. (19) Reflects increase of $4,167 under the SERP. NON-EQUITY INCENTIVE PLAN COMPENSATION Jeffrey J. Lyash John M. Thomas, III Donald A. Moul Timothy S. Rausch David B. Fountain EAIP $ 2,570,958 $ 802,856 $ 728,280 $ 592,805 $ 510,186 LTP 3,207,170 1,342,600 448,104 685,000 513,750 LTR 2020-03 (A) 338,000 140,000 109,028 110,000 — LTR 2021-02 (B) 416,300 147,000 196,250 110,000 105,500 LTR 2022-01 (C) 508,000 195,000 261,000 110,000 110,000 Total $ 7,040,428 $ 2,627,456 $ 1,742,662 $ 1,607,805 $ 1,239,436 Notes (A) LTR grant representing the third tranche of the LTR award effective October 1, 2019. (B) LTR grant representing the second tranche of the LTR award effective October 1, 2020. (C) LTR grant representing the first tranche of the LTR award effective October 1, 2021. 206 Table of Contents CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS Jeffrey J. Lyash John M. Thomas, III Donald A. Moul Timothy S. Rausch David B. Fountain Decrease under TVARS Plans (A) $ — $ (38,167) $ — $ — $ — Increase under SERP 1,541,448 96,095 139,756 219,325 185,739 Total $ 1,541,448 $ 57,928 $ 139,756 $ 219,325 $ 185,739 Notes (A) The present value of the TVARS Plans and SERP are impacted by plan assumption changes and actual plan experience which may be different than previously assumed. ALL OTHER COMPENSATION Jeffrey J. Lyash John M. Thomas, III Donald A. Moul Timothy S. Rausch David B. Fountain 401(k) Matching Contribution $ 13,050 $ 13,050 $ 13,050 $ 13,050 $ 13,050 Non-Elective 401(k) Contribution 13,050 8,700 13,050 13,050 13,050 Deferred Cash Recruitment/Relocation Incentive — — 450,000 (A) — 50,000 (B) Relocation Benefits — — 469,352 — — Total $ 26,100 $ 21,750 $ 945,452 $ 26,100 $ 76,100 Notes (A) Under the terms of his offer letter, Mr. Moul is required to repay to TVA deferred cash recruitment and relocation incentive payments in the amount of $650,000 if, prior to June 21, 2023, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) is terminated for cause. Mr. Moul is required to repay to TVA deferred cash recruitment and relocation incentive payments in the amount of $450,000 if, prior to June 21, 2024, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) is terminated for cause. (B) Under the terms of his offer letter, Mr. Fountain is required to repay to TVA deferred cash relocation incentive payments in the amount of $100,000 if, prior to June 1, 2023, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) is terminated for cause. The following table provides information on non-equity incentive plan opportunities and grants provided to NEOs and the possible range of payouts associated with the opportunities and grants. Awards under the EAIP, LTP, and LTR that vested as of September 30, 2022, will be paid in cash during the first quarter of 2022. 207 Table of Contents GRANTS OF PLAN-BASED AWARDS TABLE as of September 30, 2022 Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Possible Future Payouts Under Non-Equity Incentive Plan Awards (1) Current Year Future Years Name Plan Threshold (2) Target (2) Maximum (2) Threshold (2) Target (2) Maximum (2) Performance Period Ending/Vesting Date Jeffrey J. Lyash EAIP (3) $ 864,188 $ 1,728,375 $ 2,592,563 9/30/2022 LTP 2020 (4) 1,170,500 2,341,000 3,511,500 9/30/2022 LTR 2020-03 (5) 338,000 338,000 9/30/2022 LTR 2021-02 (5) 416,300 416,300 9/30/2022 LTR 2022-01 (5) 508,000 508,000 9/30/2022 LTP 2021 (6) $ 1,457,050 $ 2,914,100 $ 5,828,200 9/30/2023 LTR 2021-03 (5) 416,300 416,300 9/30/2023 LTR 2022-02 (5) 508,000 508,000 9/30/2023 LTP 2022 (7) 1,778,000 3,556,000 7,112,000 9/30/2024 LTR 2022-03 (5) 508,000 508,000 9/30/2024 John M. Thomas, III EAIP (3) $ 318,240 $ 636,480 $ 954,720 9/30/2022 LTP 2020 (4) 490,000 980,000 1,470,000 9/30/2022 LTR 2020-03 (5) 140,000 140,000 9/30/2022 LTR 2021-02 (5) 147,000 147,000 9/30/2022 LTR 2022-01 (5) 195,000 195,000 9/30/2022 LTP 2021 (6) $ 519,500 $ 1,039,000 $ 2,078,000 9/30/2023 LTR 2021-03 (5) 147,000 147,000 9/30/2023 LTR 2022-02 (5) 195,000 195,000 9/30/2023 LTP 2022 (7) 697,500 1,395,000 2,790,000 9/30/2024 LTR 2022-03 (5) 195,000 195,000 9/30/2024 Donald A. Moul EAIP (3) $ 306,000 $ 612,000 $ 918,000 9/30/2022 LTP 2020 (4)(10) 163,542 327,083 490,625 9/30/2022 LTR 2020-03 (5)(8) 109,028 109,028 9/30/2022 LTR 2021-02 (5)(9) 196,250 196,250 9/30/2022 LTR 2022-01 (5) 261,000 261,000 9/30/2022 LTP 2021 (6)(11) $ 294,375 $ 588,750 $ 1,177,500 9/30/2023 LTR 2021-03 (5)(9) 196,250 196,250 9/30/2023 LTR 2022-02 (5) 262,000 262,000 9/30/2023 LTP 2022 (7) 587,500 1,175,000 2,350,000 9/30/2024 LTR 2022-03 (5) 262,000 262,000 9/30/2024 Timothy S. Rausch EAIP (3) $ 199,262 $ 398,525 $ 597,787 9/30/2022 LTP 2020 (4) 250,000 500,000 750,000 9/30/2022 LTR 2020-03 (5) 110,000 110,000 9/30/2022 LTR 2021-02 (5) 110,000 110,000 9/30/2022 LTR 2022-01 (5) 110,000 110,000 9/30/2022 LTP 2021 (6) $ 250,000 $ 500,000 $ 1,000,000 9/30/2023 LTR 2021-03 (5) 110,000 110,000 9/30/2023 LTR 2022-02 (5) 110,000 110,000 9/30/2023 LTP 2022 (7) 298,000 596,000 1,192,000 9/30/2024 LTR 2022-03 (5) 110,000 110,000 9/30/2024 David B. Fountain EAIP (3) $ 202,230 $ 404,460 $ 606,690 9/30/2022 LTP 2020 (4) 187,500 375,000 562,500 9/30/2022 LTR 2021-02 (5) 105,500 105,500 9/30/2022 LTR 2022-01 (5) 110,000 110,000 9/30/2022 LTP 2021 (6) $ 281,250 $ 562,500 $ 1,125,000 9/30/2023 LTR 2021-03 (5) 105,500 105,500 9/30/2023 208 Table of Contents LTR 2022-02 (5) $ 110,000 $ 110,000 9/30/2023 LTP 2022 (7) 385,000 770,000 1,540,000 9/30/2024 LTR 2022-03 (5) 110,000 110,000 9/30/2024 Notes (1) TVA does not have any equity securities and therefore has no equity-based awards. (2) Threshold, Target, and Maximum represent amounts that could be earned by an NEO based on performance during the applicable performance cycle. Threshold, Target, and Maximum targets for EAIP and LTIP were 50 percent, 100 percent, and 150 percent for 2022. In 2023, the Maximum target will increase to 200 percent. (3) Target incentive opportunities as a percentage of salaries were as follows: Mr. Lyash, 150 percent; Mr. Thomas, 80 percent; Mr. Moul, 80 percent; Mr. Rausch, 70 percent; and Mr. Fountain, 70 percent. Additionally, a corporate multiplier ranging between 0.00 and 1.00 may be applied which can reduce the award to $0. An individual performance multiplier of up to 150 percent may also be applied which may increase the award to 225 percent of target. Actual EAIP awards earned for performance in 2022 are reported for each of the NEOs under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table. (4) The LTP awards for Mr. Moul and Mr. Fountain were granted as part of their employment offers and vested September 30, 2022. All other LTP awards were granted October 1, 2019, and vested September 30, 2022. At the end of the performance period, TVA's LTIP Scorecard was applied to the grants in order to determine award payouts. Award payouts are reported for each of the NEOs under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table. (5) All LTR awards will be paid in a lump sum within two months of the September 30th vesting date. The awards will be paid in cash after deducting applicable federal, state, and local withholding taxes. In the case of death, the beneficiary will be paid as soon as administratively practicable but in no event later than the last day of the second full calendar month following the participant's death. Disability awards will be paid as soon as administratively practicable but in no event later than the last day of the second full calendar month following the participant's separation from service due to disability. Actual LTR awards earned in 2022 are reported for each of the NEOs under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table. (6) Mr. Moul's LTP award was granted as part of his employment offer and will vest September 30, 2023. Effective March 5, 2021, Mr. Fountain was awarded a prorated 2021-2023 LTP grant of $562,500, which will vest on September 30, 2023, and replaced the 2021-2023 LTP grant of $375,000 made on October 1, 2020. In addition, effective June 7, 2021, Mr. Thomas was awarded a prorated 2021-2023 LTP grant of $1,039,000, which will vest on September 30, 2023, and replaced the 2021-2023 LTP grant of $1,000,000 made on October 1, 2020. At the end of the performance period, TVA's LTIP Scorecard will be applied to the grants in order to determine award payouts. All other LTP awards were granted effective October 1, 2020 and will vest September 30, 2023. At the end of the performance period, TVA's LTIP Scorecard will be applied to the grants in order to determine award payouts. The final award may be adjusted by the TVA Board based on the evaluation of the participant's individual achievements, peer group comparisons, and performance results over the performance cycle. (7) All LTP awards were originally granted October 1, 2021, and will vest September 30, 2024. The final award may be adjusted by the TVA Board based on the evaluation of the participant's individual achievements, peer group comparisons, and performance results over the performance cycle. (8) Reflects prorated amount of 15/36th of the LTR grant of $785,000 for the 2020-2022 retention cycle. (9) Reflects prorated amount of 27/36th of the LTR grant of $785,000 for the 2021-2023 retention cycle. (10) Reflects 15/36th of the target grant amount of $785,000 for the 2020-2022 LTP performance cycle. (11) Reflects 27/36th of the target grant amount of $785,000 for the 2021-2023 LTP performance cycle. 209 Table of Contents Retirement and Pension Plans The table below provides the actuarial present value of the NEOs' accumulated benefits, including the number of years of credited service, under TVA's retirement and pension plans as of September 30, 2022, determined using a methodology and interest rate and mortality rate assumptions consistent with those used in the financial statements in this Annual Report, set forth in Note 20 — Benefit Plans . PENSION BENEFITS TABLE Name Plan Name Number of Years of Credited Service (1) Present Value of Accumulated Benefit Payments During Last Year Jeffrey J. Lyash TVARS N/A N/A (3) $ — SERP Tier 1 13.417 (2) $ 11,894,268 — John M. Thomas, III TVARS 16.833 391,434 — SERP Tier 1 16.833 5,480,806 — Donald A. Moul TVARS N/A N/A (3) — SERP Tier 1 1.250 139,756 — Timothy S. Rausch TVARS N/A N/A (3) — SERP Tier 1 3.917 636,432 — David B. Fountain TVARS N/A N/A (3) — SERP Tier 1 2.333 189,906 — Notes (1) Limited to 24 years when determining supplemental benefits available under SERP Tier 1, described below. (2) Mr. Lyash was granted five years of credited service for calculating his SERP benefit. In the event of involuntary termination except for cause prior to five years of actual service, the vesting requirement will be waived, and he will be entitled to the additional five years of granted credited service plus his actual years of service for calculating his SERP benefit. In the event of termination for cause or voluntary termination for any reason prior to five years of actual service, the vesting requirement will be waived and his SERP benefit will be calculated based on a total of five years of credited service. After five years of actual service with TVA, he will be granted five additional years of credited service for a total of 15 years of credited service for calculating his SERP benefit. As of September 30, 2022, Mr. Lyash had 3.417 years of service. The present value of the accumulated SERP benefit with 8.417 years of credited services is $7,715,986. The present value of the accumulated SERP benefit with 13.417 years of credited service is $11,894,268. (3) Mr. Lyash, Mr. Rausch, Mr. Fountain, and Mr. Moul are not eligible to participate in the TVARS Pension Plan since they were hired after June 30, 2014. Qualified Retirement Plans The retirement benefits for which employees are eligible and receive under the TVARS pension plan and 401(k) plan depend on the employee's hire date, years of service, and individual elections, as follows: • Employees who were first hired prior to January 1, 1996, receive (i) a traditional pension benefit calculated based on the employee's creditable service, the employee's average monthly salary for the highest three consecutive years of eligible compensation, and a pension factor based on the employee's age and years of service, less a Social Security offset, and (ii) 401(k) plan matching contributions from TVA. The 401(k) plan matching contribution is $0.25 on every dollar contributed by the employee up to six percent of eligible compensation, for a maximum matching contribution of 1.5 percent of eligible compensation. None of the NEOs are in this group. • Employees who were first hired prior to January 1, 1996, and who elected to switch pension structures from traditional to cash balance, receive (i) a cash balance pension benefit calculated based on (a) pay-based credits and interest that accrue over time in the employee's account and (b) the employee's age at the time of retirement, and (ii) 401(k) plan matching contributions from TVA. The monthly pay credits are equal to six percent of eligible compensation, and monthly interest is credited at an annual interest rate equal to the change in the CPI-U plus three percent (with a minimum of six percent and maximum of 10 percent). The interest rate during 2022 was 6.75 percent. The 401(k) plan matching contribution is $0.75 on every dollar contributed by the employee up to six percent of eligible compensation, for a maximum matching contribution of 4.5 percent of eligible compensation. None of the NEOs are in this group. • Employees who were first hired on or after January 1, 1996, and who had 10 or more years of service as of October 1, 2016, receive (i) a cash balance pension benefit calculated based on (a) pay-based credits and interest that accrue over time in the employee's account and (b) the employee's age at the time of retirement, and (ii) 401(k) plan non-elective and matching contributions from TVA. The monthly pay credits are equal to three percent of eligible compensation, and monthly interest is credited at an annual interest rate equal to the change in the CPI-U plus two percent (with a minimum of 4.75 percent and a maximum of 6.25 percent). The interest rate during 2022 was 5.75 percent. The 401(k) plan automatic, non-elective contribution is equal to three percent of eligible compensation, and the matching contribution is $0.75 on every dollar contributed by the employee up to six percent of eligible compensation, for a maximum matching contribution of 4.5 percent of eligible compensation. Mr. Thomas is in this group. 210 Table of Contents • Employees who were first hired on or after January 1, 1996, and who had less than 10 years of service as of October 1, 2016, receive (i) a cash balance pension benefit calculated based on pay-based credits and interest that accrue over time in the employee's account and the employee's age at the time of retirement, and (ii) 401(k) plan non-elective and matching contributions from TVA. As of October 1, 2016, the cash balance accounts of these employees receive no additional pay-based credits; however, the accounts continue to receive monthly interest credits at an annual interest rate equal to the change in the CPI-U plus two percent (with a minimum of 4.75 percent and a maximum of 6.25 percent). The interest rate during 2022 was 5.75 percent. The 401(k) plan automatic, non-elective contribution is equal to six percent of eligible compensation, and the matching contribution is dollar-for-dollar on employee contributions up to six percent of eligible compensation, for a maximum matching contribution of six percent of eligible compensation. None of the NEOs are in this group. • Employees who were hired prior to July 1, 2014, and who elected to waive their cash balance retirement benefit and transfer their cash balance account to the 401(k) plan effective October 1, 2018, receive a retirement benefit in the 401(k) plan only. The 401(k) plan is an automatic, non-elective contribution that is equal to six percent of eligible compensation, and the matching contribution is dollar-for-dollar on employee contributions up to six percent of the eligible compensation, for a maximum matching contribution of six percent of eligible compensation. None of the NEOs are in this group. • Employees who were first hired on or after July 1, 2014 (or who were rehired and were either previously not vested in the pension plan or cashed out their pension benefit) receive a retirement benefit in the 401(k) plan only. The 401(k) plan automatic, non-elective contribution is equal to 4.5 percent of eligible compensation, and the matching contribution is $0.75 on every dollar contributed by the employee up to six percent of eligible compensation, for a maximum matching contribution of 4.5 percent of eligible compensation. Mr. Lyash, Mr. Moul, Mr. Rausch, and Mr. Fountain are in this group. Cash Balance Pension . For NEOs who are eligible for retirement benefits under the pension plan, which includes Mr. Thomas, eligible compensation is defined as annual salary only for benefit calculation purposes and is shown under the column titled "Salary" in the Summary Compensation Table. The eligible compensation in 2022 could not exceed $290,000 pursuant to the IRS annual compensation limit applicable to qualified plans. Employees with cash balance benefits who have at least five years of cash balance service are eligible at retirement or termination of employment to receive an immediate benefit in the form of a monthly pension with survivor benefit options or in a lump-sum payment with cash out or rollover options. The pension plan does not provide for early retirement benefits to any NEO or any other employee eligible for cash balance benefits. 401(k) Plan . All employees eligible to participate in the 401(k) plan, including the NEOs, may elect to contribute to the 401(k) plan on a before-tax, Roth, and/or after-tax basis, and in-plan Roth rollovers by participation election are available. For purposes of matching and non-elective contributions from TVA to the 401(k) accounts of the NEOs, eligible compensation is defined as annual salary only for benefit calculation purposes and is shown under the column titled "Salary" in the Summary Compensation Table. The eligible compensation in 2022 could not exceed $290,000 pursuant to the IRS annual compensation limit applicable to qualified plans. Any participant in the 401(k) plan must have three years of TVA service to be vested in matching and non-elective contributions from TVA. Supplemental Executive Retirement Plan All NEOs are participants in the SERP. The SERP is a non-qualified defined benefit pension plan similar to those typically found in other companies in TVA's peer group and is provided to a limited number of executives, including the NEOs. TVA's SERP was created to recruit and retain key executives. The plan is designed to provide a competitive level of retirement benefits in excess of the limitations on contributions and benefits imposed by TVA's qualified defined benefit plan and Internal Revenue Code Section 415 limits on qualified retirement plans. The SERP provides two distinct levels of participation, Tier 1 and Tier 2. Each participant is assigned to one of the two tiers at the time he or she is approved to participate in the SERP. The level of participation ("Tier") defines the level of retirement benefits under the SERP at the time of retirement. Under the SERP, normal retirement eligibility is age 62 with five years of vesting service. No vested and accrued benefits are payable prior to age 55, and benefits are reduced for retirements prior to age 62. The level of reduction in benefits for retirements prior to age 62 depends on whether a participant's termination is "approved" or "unapproved." In the event of an approved termination of TVA employment, any vested and accrued benefits are reduced by 5/12 percent for each month that the date of benefit commencement precedes the participant's 62nd birthday, up to a maximum reduction of 35 percent. In the event of an unapproved termination of TVA employment, the participant's accrued benefits are first subject to a reduced percentage of vesting if the participant's years of service are between five and 10. At five years of vesting service, the vested percentage of retirement benefits is 50 percent and increases thereafter by 10 percent for each full additional year of service, reaching 100 percent vesting for 10 or more years of vesting service. Thereafter, any vested and accrued benefits are reduced by 10/12 percent for each month that the date of benefit commencement precedes the participant's 62nd birthday up to a maximum reduction of 70 percent. 211 Table of Contents For purposes of the SERP, an "approved" termination means termination of employment with TVA due to (i) retirement on or after the participant's 62nd birthday, (ii) retirement on or after attainment of actual age 55, if such retirement has the approval of the TVA Board or its delegate, (iii) death in service as an employee, (iv) disability (as defined under the Rules and Regulations of the TVARS) as determined by the Retirement Committee, or (v) any other circumstance approved by the TVA Board or its delegate. For purposes of the SERP, an "unapproved" termination means a termination of employment with TVA when such termination does not constitute an "approved" termination as defined in the preceding sentence. SERP Tier 1 . The Tier 1 structure is designed to replace 60 percent of the amount of a participant's compensation at the time the participant reaches age 62 and has accrued 24 years of TVA service. Tier 1 benefits are based on a participant's highest average compensation during three consecutive SERP years and a pension multiple of 2.5 percent for each year of credited service up to a maximum of 24 years. Compensation is defined as salary and EAIP for benefit calculation purposes. Tier 1 benefits are offset by Social Security benefits, benefits provided under TVA's qualified defined benefit pension plan, and prior employer pension benefits when applicable. SERP Tier 2 . The purpose of this restoration plan is to adjust qualified plan benefits to executives when benefits are lost due to IRS limits. Pension benefits are based on a participant's average compensation over three consecutive fiscal years and a pension multiplier of 1.3 percent for each year of service. For benefit calculation, pension includes salary and annual incentives. Nonqualified Deferred Compensation The following table provides information regarding deferred contributions, earnings, and balances for each of the NEOs. The amounts reported under this table do not represent compensation in addition to the compensation that was earned in 2022 and already reported in the Summary Compensation Table, but rather the amounts of compensation earned by the NEOs in 2022 or prior years that were or have been deferred. NONQUALIFIED DEFERRED COMPENSATION TABLE (1) Name Executive Contributions in 2022 Registrant Contributions in 2022 Aggregate Earnings in 2022 Aggregate Withdrawals/ Distributions Aggregate Balance at September 30, 2022 Jeffrey J. Lyash $ — $ — $ — $ — $ — John M. Thomas, III — — — — — Donald A. Moul — — — — — Timothy S. Rausch — — — — — David B. Fountain — — — — — Note (1) None of TVA's NEOs had activity or an outstanding balance in their nonqualified deferred compensation plans as of September 30, 2022. TVA's compensation plans may allow participants to defer all or a portion of compensation earned under the plans as defined by plan terms and IRS regulations. All deferrals are credited to each participant in a deferred compensation account, and the deferral amounts are then funded into a rabbi trust. Each participant may elect one or more investment options made available by TVA or allow some or all funds to accrue interest at the rate established by the beginning of each fiscal year equal to the composite rate of all Treasury issues. Participants may elect to change from either one notional investment option or the TVA interest bearing option to another at any time. Upon termination of employment, funds are distributed pursuant to elections made in accordance with applicable IRS regulations. 212 Table of Contents Executive Severance Plan TVA established the TVA Executive Severance Plan (the “Severance Plan”), including the eligibility of TVA’s NEOs (other than the CEO) to participate in the Severance Plan. The TVA Board also approves the CEO’s participation in the Severance Plan as part of the overall market review of CEO compensation. The Severance Plan provides that if TVA terminates an NEO’s employment other than for Gross Misconduct (as defined below) or such participant terminates employment for Good Reason (as defined below), such participant will be eligible to receive the following benefits in addition to his or her accrued compensation: • A lump sum severance payment equal to the applicable multiplier times the sum of the employee’s annual base salary and target annual incentive, and continued healthcare benefits for a number of complete or partial years equal to such multiplier. The applicable multiplier is 1.5 for the CEO and 1.0 for the other NEOs, or, if the qualifying separation occurs within 24 months following a Change in Control (as defined below) of TVA, then the applicable multiplier is 3.0 for the CEO and 2.0 for the other NEOs. • Any earned but unpaid incentive payments, and a prorated annual incentive payment for the year of termination based on actual (or, if the qualifying separation occurs within 24 months following a Change in Control of TVA, based on target) achievement of performance goals. • If the qualifying separation occurs within 24 months following a Change in Control of TVA, then a lump sum cash payment equal to the sum of (a) any LTIP performance awards the performance cycle of which is in progress on the participant's separation date, non-prorated and calculated based on target achievement of performance goals, and (b) any LTIP retention awards the retention cycle of which is in progress on the participant's separation date, non-prorated and calculated as if all such awards are fully vested. • If the qualifying separation occurs within 24 months following a Change in Control of TVA, a waiver of the five-year vesting requirement set forth in Section 4.1(a) of the TVA Supplemental Executive Retirement Plan pursuant to its terms. In order to receive severance benefits under the Severance Plan, participants must timely execute (and not revoke) a release of claims in favor of TVA and comply with all applicable post-separation restrictive covenants. The terms of the Severance Plan will supersede rights and obligations with respect to severance under existing agreements to which Severance Plan participants are a party. Under the Severance Plan, a Change in Control shall be deemed to have occurred on the earliest of the following dates: • the date when the United States ceases to have an ownership interest of at least fifty percent (50%) of TVA; • the date one or more entities acquire (or have acquired during the 12-month period ending on the date of the most recent acquisition by such entity or entities) assets from TVA that have a total gross fair market value (without regard to any debt) equal to or more than thirty percent (30%) of the total gross fair market value of all of the assets of TVA immediately before such most recent acquisition; • the date that a majority of the members of the TVA Board is no longer appointed and confirmed in accordance with the provisions of Section 2(a)(1) of the TVA Act; • the date a complete liquidation or winding-up of TVA is consummated; • the date that an entity such as an organization, board, commission, authority, department, or agency succeeds to the principal functions of, or powers and duties granted to, TVA; or • the date of enactment or effectiveness of any applicable law, statute, rule, regulation, order, decree, ruling, or writ of a governmental or regulatory agency, entity, or official of competent jurisdiction that materially limits the TVA Board’s authority to establish or renew a participant’s total direct compensation. Under the Severance Plan, Good Reason shall mean the occurrence of any of the following: • a material adverse change in the participant’s authority, duties, or responsibilities (excluding during any period of participant’s physical or mental incapacity) with respect to his or her employment with TVA without the participant’s prior written consent; • a material reduction in the participant’s base salary without the participant’s prior written consent (other than any reduction applicable to management employees generally); 213 Table of Contents • an actual change in the participant’s principal work location by more than 50 miles and more than 50 miles from the participant’s principal place of abode as of the date of such change in job location without the participant’s prior written consent; or • a material breach by TVA of any term or provision of the Severance Plan without the participant’s prior written consent. A participant may be considered to have Good Reason to terminate employment for purposes of the Severance Plan only if the participant provides written notice to TVA of termination within 30 days of the occurrence of the applicable event(s) or, if later, within 30 days of the date the participant has knowledge that such event(s) occurred. An event constituting Good Reason shall no longer constitute Good Reason if the circumstances described in the Good Reason notice are cured by TVA within 30 days following receipt of the Good Reason notice. Under the Severance Plan, Gross Misconduct shall mean any of the following: • misconduct involving dishonesty, fraud, or gross negligence that directly results in significant economic or reputational harm to TVA; • insubordination, intentional neglect of duties, or refusal to cooperate with investigations of TVA’s business practices; • conviction of a crime amounting to a felony under the laws of the United States or any of the several states, or a crime of moral turpitude; • a significant violation of TVA’s Code of Ethics or Code of Conduct; or • disclosure without authorization of proprietary or confidential information of TVA. 214 Table of Contents Potential Payments on Account of Resignation, Retirement, Termination without Cause, Termination with Cause, Death, or Disability The tables below show certain potential payments that would have been made to each NEO if his or her employment had been terminated on September 30, 2022, under various scenarios. All of the NEOs would also be entitled to payments from plans generally available to TVA employees under the specific circumstances of termination of employment, including the health and welfare and pension plans and amounts in the 401(k) plan. Jeffrey J. Lyash Resignation (1) Retirement Termination without Cause or Resignation for Good Reason (Non-CIC) (2) Termination without Cause or Resignation for Good Reason (CIC) (2) Termination with Cause Death/Disability Severance Agreement $ — $ — $ 4,320,938 $ 8,641,875 $ — $ — SERP (3) 4,466,239 4,466,239 7,715,986 7,715,986 4,466,239 7,715,986 (4) EAIP 2,570,958 2,570,958 2,570,958 2,570,958 2,570,958 2,570,958 Deferred Cash Recruitment/Relocation Incentive — — — — — — LTR 1,262,300 1,262,300 1,262,300 2,694,600 1,262,300 1,893,783 (5) (6) LTP 3,207,170 3,207,170 (7) 3,207,170 9,677,270 3,207,170 6,335,237 (8) (9) Deferred Compensation — — — — — Total Value of Potential Payments $ 11,506,667 $ 11,506,667 $ 19,077,352 $ 31,300,689 $ 11,506,667 $ 18,515,964 Notes (1) The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan. See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definition of Good Reason. (2) The Severance Plan provides that if TVA terminates an NEO's employment other than for Gross Misconduct or such participant terminates employment for Good Reason, such participant will be eligible to receive certain benefits in addition to his or her accrued compensation. The amount of additional benefits will vary depending on whether the qualifying separation from service occurs within 24 months following a Change in Control. See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definitions of Gross Misconduct, Good Reason, and Change in Control and for a discussion of the benefits provided to NEOs under the Severance Plan. (3) In February 2019, TVA entered into an arrangement with Mr. Lyash that provides that at the commencement of his employment with TVA, he will be granted five years of credited service for calculating his SERP benefit. In the event of involuntary termination except for cause prior to five years of actual service, the vesting requirement will be waived, and he will be entitled to the additional five years of granted credited service plus his actual years of service for calculating his SERP benefit. In the event of termination for cause or voluntary termination for any reason prior to five years of actual service, the vesting requirement will be waived and his SERP benefit will be calculated based on a total of five years of credited service. (4) In the event of death while employed by TVA, the beneficiary will receive a lump sum payment equal to the actuarial equivalent of the benefit that would have been paid had the participant terminated employment on the date of death and elected a joint and 50 percent survivor benefit. Survivor will receive 50 percent of the reported value. (5) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to any portion of a LTR award that had vested at the time of the participant's death but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award for each vesting period will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. (6) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to any portion of a LTR award that had vested at the time of the separation from service but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. (7) Is not eligible to retire based on definition in the LTIP plan. (8) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to (1) any LTP award that had vested at the time of the participant's death but not been paid and (2) any LTP awards that had not vested at the time of the participant's death and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was participating in the plan during the applicable performance cycle. (9) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle. 215 Table of Contents John M. Thomas, III Resignation (1) Retirement Termination without Cause or Resignation for Good Reason (Non-CIC) (2) Termination without Cause or Resignation for Good Reason (CIC) (2) Termination with Cause Death/Disability Severance Agreement $ — $ — $ 1,432,080 $ 2,864,160 $ — $ — SERP 5,480,806 (3)(4)(5) 5,480,806 (3) (4) (5) 5,480,806 (3) (4) (5) 5,480,806 (3) (4) (5) 5,480,806 (3) (4) (5) 5,480,806 (3) (4) (6) EAIP 802,856 802,856 802,856 802,856 802,856 802,856 Deferred Cash Recruitment/Relocation Incentive — — — — — — LTR 482,000 482,000 482,000 1,019,000 482,000 718,000 (7) (8) LTP 1,342,600 2,500,267 (9) 2,500,267 3,776,600 1,342,600 2,500,267 (10) (11) Deferred Compensation — — — — — — Total Value of Potential Payments $ 8,108,262 $ 9,265,929 $ 10,698,009 $ 13,943,422 $ 8,108,262 $ 9,501,929 Notes (1) The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan. See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definition of Good Reason. (2) The Severance Plan provides that if TVA terminates an NEO's employment other than for Gross Misconduct or such participant terminates employment for Good Reason, such participant will be eligible to receive certain benefits in addition to his or her accrued compensation. The amount of additional benefits will vary depending on whether the qualifying separation from service occurs within 24 months following a Change in Control. See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definitions of Gross Misconduct, Good Reason, and Change in Control and for a discussion of the benefits provided to NEOs under the Severance Plan. (3) Represents the present value of the accumulated benefit. (4) Actual benefit would be paid in five annual installments beginning at age 55. (5) Assumes that the TVA Board or its delegate determines that the termination is an approved termination under SERP. See Executive Compensation Tables and Narrative Disclosures — Retirement and Pension Plans — Supplemental Executive Retirement Plan above for a discussion of approved and unapproved terminations under SERP. (6) In the event of death while employed by TVA, the beneficiary would receive a lump sum payment equal to the actuarial equivalent of the benefit that would have been paid had the participant terminated employment on the date of death and elected a joint and 50 percent survivor benefit. Survivor will receive 50 percent of the reported value. (7) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to any portion of a LTR award that had vested at the time of the participant's death but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award for each vesting period will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. (8) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to any portion of a LTR award that had vested at the time of the separation from service but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. (9) The LTIP provides that in the event of the retirement of a participant, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated using the actual percent of opportunity achieved and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle. The amount included in the table assumes that the percent of opportunity achieved will be 100 percent of target for the performance cycles ending on September 30, 2023 and September 30, 2024. (10) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to (1) any LTP award that had vested at the time of the participant's death but not been paid and (2) any LTP awards that had not vested at the time of the participant's death and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was participating in the plan during the applicable performance cycle. (11) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle. 216 Table of Contents Donald A. Moul Resignation (1) Retirement Termination without Cause or Resignation for Good Reason (Non-CIC) (2) Termination without Cause or Resignation for Good Reason (CIC) (2) Termination with Cause Death/Disability Severance Agreement $ — $ — $ 1,377,000 $ 2,754,000 $ — $ — SERP — (3) — (3) — (3) 139,756 (4) (5) — (3) 139,756 (5) (6) EAIP 728,280 728,280 728,280 728,280 728,280 728,280 Deferred Cash Recruitment/Relocation Incentive (7) — — — — — — LTR 566,278 566,278 566,278 1,286,528 566,278 882,736 (8) (9) LTP 448,104 448,104 (10) 448,104 2,211,854 448,104 1,232,271 (11) (12) Deferred Compensation — — — — — — Total Value of Potential Payments $ 1,742,662 $ 1,742,662 $ 3,119,662 $ 7,120,418 $ 1,742,662 $ 2,983,043 Notes (1) The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan. See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definition of Good Reason. (2) The Severance Plan provides that if TVA terminates an NEO's employment other than for Gross Misconduct or such participant terminates employment for Good Reason, such participant will be eligible to receive certain benefits in addition to his or her accrued compensation. The amount of additional benefits will vary depending on whether the qualifying separation from service occurs within 24 months following a Change in Control. See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definitions of Gross Misconduct, Good Reason, and Change in Control and for a discussion of the benefits provided to NEOs under the Severance Plan. (3) The five-year vesting requirement has not been met. (4) The Severance Plan provides that the five-year vesting requirement set forth in Section 4.1(a) of the SERP will be waived pursuant to the terms of such section with respect to each participant whose termination date occurs within 24 months following a Change in Control. (5) Represents the present value of the accumulated benefit. (6) In the event of death while employed by TVA, the beneficiary will receive a lump sum payment equal to the actuarial equivalent of the benefit that would have been paid had the participant terminated employment on the date of death and elected a joint and 50 percent survivor benefit. Survivor will receive 50 percent of the reported value. (7) Under the terms of his offer letter, Mr. Moul is required to repay to TVA deferred cash recruitment and relocation incentive payments in the amount of $650,000 if, prior to June 21, 2023, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) is terminated for cause. Mr. Moul is required to repay to TVA deferred cash recruitment and relocation incentive payments in the amount of $450,000 if, prior to June 21, 2024, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) is terminated for cause. (8) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to any portion of a LTR award that had vested at the time of the separation from service but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. (9) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to any portion of a LTR award that had vested at the time of the participant's death but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award for each vesting period will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. (10) Is not eligible to retire based on definition in the LTIP plan. (11) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to (1) any LTP award that had vested at the time of the participant's death but not been paid and (2) any LTP awards that had not vested at the time of the participant's death and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was participating in the plan during the applicable performance cycle. (12) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle. 217 Table of Contents Timothy S. Rausch Resignation (1) Retirement Termination without Cause or Resignation for Good Reason (Non-CIC) (2) Termination without Cause or Resignation for Good Reason (CIC) (2) Termination with Cause Death/Disability Severance Agreement $ — $ — $ 967,846 $ 1,935,691 $ — $ — SERP — (3) — (3) — (3) 636,432 (4) (5) — (3) 636,432 (5) (6) EAIP 592,805 592,805 592,805 592,805 592,805 592,805 Deferred Cash Recruitment/Relocation Incentive — — — — — — LTR 330,000 330,000 330,000 660,000 330,000 476,667 (7) (8) LTP 685,000 685,000 (9) 685,000 1,781,000 685,000 1,217,000 (10) (11) Deferred Compensation — — — — — — Total Value of Potential Payments $ 1,607,805 $ 1,607,805 $ 2,575,651 $ 5,605,928 $ 1,607,805 $ 2,922,904 Notes (1) The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan. See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definition of Good Reason. (2) The Severance Plan provides that if TVA terminates an NEO's employment other than for Gross Misconduct or such participant terminates employment for Good Reason, such participant will be eligible to receive certain benefits in addition to his or her accrued compensation. The amount of additional benefits will vary depending on whether the qualifying separation from service occurs within 24 months following a Change in Control. See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definitions of Gross Misconduct, Good Reason, and Change in Control and for a discussion of the benefits provided to NEOs under the Severance Plan. (3) The five-year vesting requirement has not been met. (4) The Severance Plan provides that the five-year vesting requirement set forth in Section 4.1(a) of the SERP will be waived pursuant to the terms of such section with respect to each participant whose termination date occurs within 24 months following a Change in Control. (5) Represents the present value of the accumulated benefit. (6) In the event of death while employed by TVA, the beneficiary would receive a lump sum payment equal to the actuarial equivalent of the benefit that would have been paid had the participant terminated employment on the date of death and elected a joint and 50 percent survivor benefit. Survivor will receive 50 percent of the reported value. (7) The LTIP provides that in the event of a death of a participant, the participant's beneficiary is entitled to any portion of a LTR award that had vested at the time of the participant's death but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant’s separation from service, provided that the LTR award for each vesting period will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. (8) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to any portion of a LTR award that had vested at the time of the separation from service but had not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant’s separation from service, provided that the LTR award will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. (9) Is not eligible to retire based on definition in LTIP plan. (10) The LTIP provides that in the event of the death of a participant, the participant’s beneficiary is entitled to (1) any LTP award that had vested at the time of the participant’s death but not been paid and (2) any LTP awards that had not vested at the time of the participant’s death and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was participating in the plan during the applicable performance cycle. (11) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to (1) any LTP award that had vested at the time of the participant’s separation from service but had not been paid and (2) any LTP awards that had not vested at the time of the participant’s separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle. 218 Table of Contents David B. Fountain Resignation (1) Retirement Termination without Cause or Resignation for Good Reason (Non-CIC) (2) Termination without Cause or Resignation for Good Reason (CIC) (2) Termination with Cause Death/Disability Severance Agreement $ — $ — $ 982,260 $ 1,964,520 $ — $ — SERP — (3) — (3) — (3) 189,906 (4) (5) — (3) 189,906 (5) (6) EAIP 510,186 510,186 510,186 510,186 510,186 510,186 Deferred Cash Recruitment/Relocation Incentive (7) — — — — — — LTR 215,500 215,500 215,500 541,000 215,500 359,917 (8) (9) LTP 513,750 513,750 (10) 513,750 1,846,250 513,750 1,145,417 (11) (12) Deferred Compensation — — — — — — Total Value of Potential Payments $ 1,239,436 $ 1,239,436 $ 2,221,696 $ 5,051,862 $ 1,239,436 $ 2,205,426 Notes (1) The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan. See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definition of Good Reason. (2) The Severance Plan provides that if TVA terminates an NEO's employment other than for Gross Misconduct or such participant terminates employment for Good Reason, such participant will be eligible to receive certain benefits in addition to his or her accrued compensation. The amount of additional benefits will vary depending on whether the qualifying separation from service occurs within 24 months following a Change in Control. See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definitions of Gross Misconduct, Good Reason, and Change in Control and for a discussion of the benefits provided to NEOs under the Severance Plan. (3) The five-year vesting requirement has not been met. (4) The Severance Plan provides that the five-year vesting requirement set forth in Section 4.1(a) of the SERP will be waived pursuant to the terms of such section with respect to each participant whose termination date occurs within 24 months following a Change in Control. (5) Represents the present value of the accumulated benefit. (6) In the event of death while employed by TVA, the beneficiary will receive a lump sum payment equal to the actuarial equivalent of the benefit that would have been paid had the participant terminated employment on the date of death and elected a joint and 50 percent survivor benefit. Survivor will receive 50 percent of the reported value. (7) Under the terms of his offer letter, Mr. Fountain is required to repay to TVA deferred cash relocation incentive payments in the amount of $100,000 if, prior to June 1, 2023, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) is terminated for cause. (8) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to any portion of a LTR award that had vested at the time of the participant's death but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award for each vesting period will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. (9) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to any portion of a LTR award that had vested at the time of the separation from service but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. (10) Is not eligible to retire based on definition in the LTIP plan. (11) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to (1) any LTP award that had vested at the time of the participant's death but not been paid and (2) any LTP awards that had not vested at the time of the participant's death and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was participating in the plan during the applicable performance cycle. (12) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle. 219 Table of Contents Other Agreements Except as described above and in the Compensation Discussion and Analysis, there are no other agreements between TVA and any of the NEOs. Director Compensation The TVA Act provides for up to nine directors on the TVA Board. As of November 14, 2022, the TVA Board consisted of five members. Under the TVA Act, each director receives certain stipends that are increased annually by the same percentage increase applicable to adjustments under 5 U.S.C. § 5318, which adjusts the annual rates of pay of employees on the Executive Schedule of the U.S. Government. Effective January 1, 2022, the annual stipend for TVA directors was increased from $54,613 to $56,088 per year unless (1) the director chairs a TVA Board committee, in which case the stipend was increased from $55,693 to $57,197 per year, or (2) the director is the Chair of the TVA Board, in which case the stipend was increased from $60,777 to $62,418 per year. Directors are also reimbursed under federal law for travel, lodging, and related expenses while attending meetings and for other official TVA business. The annual stipends provided by the TVA Act for each director and for the Chair of the TVA Board as of November 14, 2022, are listed below: TVA BOARD ANNUAL STIPENDS Name Annual Stipend William Kilbride $ 62,418 A.D. Frazier 57,197 Beth Harwell 57,197 Brian Noland 57,197 Jeff W. Smith 57,197 The following table provides information on the compensation received by TVA's directors during 2022: DIRECTOR COMPENSATION Name Fees Earned or Paid in Cash Stock Awards Option Awards Non-Equity Incentive Plan Compensation Change in Pension Value and Nonqualified Deferred Compensation Earnings (1) All Other Compensation (2) Total William Kilbride $ 61,976 — — — — $ 3,099 $ 65,075 A.D. Frazier 56,792 — — — — 2,840 59,632 Beth Harwell 56,792 — — — — 2,840 59,632 Brian Noland 56,464 — — — — 2,823 59,287 Jeff W. Smith 56,792 — — — — 2,556 59,348 Notes (1) TVA directors do not participate in the TVARS Retirement Plans, TVA's SERP, or any non-qualified deferred compensation plan available to TVA employees. However, as appointed officers of the U.S. government, the directors are members of FERS. FERS is administered by the federal Office of Personnel Management, and information regarding the value of FERS pension benefits is not available to TVA. (2) These amounts include TVA's non-elective and matching contributions to the Thrift Savings Plan. The directors are not eligible to participate in any incentive programs available to TVA employees. The directors do not participate in the TVARS Retirement Plans and do not participate in TVA's SERP. However, as appointed officers of the U.S. government, the directors are members of the Federal Employees Retirement System ("FERS"). FERS is a tiered retirement plan that includes three components: (1) Social Security benefits, (2) the Basic Benefit Plan, and (3) the Thrift Savings Plan ("TSP"). As members of FERS, each director is required to make a mandatory percentage contribution of his or her stipend to the Basic Benefit Plan in the amount of 0.8 percent for those directors appointed prior to January 1, 2013, 3.1 percent for those directors appointed between January 1, 2013, and December 31, 2013, and 4.4 percent for those directors appointed on or after January 1, 2014. The FERS Basic Benefit Plan is a qualified defined benefit plan that provides a retirement benefit based on a final average pay formula that includes age, highest average salary during any three consecutive years of service, and years of 220 Table of Contents creditable service. A director must have at least five years of creditable service to be eligible to receive retirement benefits. Directors are eligible for immediate, unreduced retirement benefits once (1) they reach age 62 and have five years of FERS creditable service, (2) they reach age 60 and have 20 years of FERS creditable service, or (3) they attain the minimum retirement age and accumulate the specified years of service as set forth in the FERS regulations. Generally, benefits are calculated by multiplying 1.0 percent of the highest average salary during any three consecutive years of service by the number of years of creditable service. Directors who retire at age 62 or later with at least 20 years of FERS creditable service receive an enhanced benefit (a factor of 1.1 percent is used rather than 1.0 percent). Each director is also eligible to participate in the TSP. The TSP is a tax-deferred retirement savings and investment plan that offers the same type of savings and tax benefits offered under 401(k) plans. Once a director becomes eligible, TVA contributes an amount equal to one percent of the director's stipend into a TSP account for the director. These contributions are made automatically every two weeks regardless of whether the director makes a contribution of his or her own money. Directors are eligible to contribute up to the TSP elective deferral limit. Directors receive matching contributions of 100 percent of each dollar for the first three percent of the director's stipend and 50 percent of each dollar for the next two percent of the director's stipend. TVA offers a group of health and other benefits (medical, dental, vision, life and accidental death and disability insurance, and long-term disability insurance) that are available to a broad group of employees. Directors are eligible to participate in TVA's health benefit plans and other non-retirement benefit plans on the same terms and at the same contribution rates as other TVA employees. Compensation Committee Interlocks and Insider Participation The People and Governance Committee of the TVA Board currently consists of the following two directors: A.D. Frazier and Brian Noland. No member of this Committee was at any time during 2022 or at any other time an officer or employee of TVA, and no member of this committee had any relationship with TVA requiring disclosure under Item 404 of Regulation S-K. No executive officer of TVA has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the People and Governance Committee during 2022. Compensation Committee Report The People and Governance Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Committee recommended to the TVA Board that the Compensation Discussion and Analysis be included in this Annual Report. PEOPLE AND GOVERNANCE COMMITTEE Brian Noland, Chair A.D. Frazier 221 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Not applicable. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Director Independence The composition of the TVA Board is governed by the TVA Act. The TVA Act contains certain provisions that are similar to the considerations for independence under section 10A(m)(3) of the Exchange Act, including that to be eligible for appointment to the TVA Board, an individual shall not be an employee of TVA and shall make full disclosure to Congress of any investment or other financial interest that the individual holds in the energy industry. Related Party Transactions Conflict of Interest Provisions All TVA employees, including directors and executive officers, are subject to the conflict of interest laws and regulations applicable to employees of the federal government. Accordingly, the general federal conflict of interest statute (18 U.S.C. § 208) and the Standards of Ethical Conduct for Employees of the Executive Branch (5 C.F.R. part 2635) ("Standards of Ethical Conduct") form the basis of TVA's policies and procedures for the review, approval, or ratification of related party transactions. The general federal conflict of interest statute, subject to certain exceptions, prohibits each government employee, including TVA's directors and executive officers, from participating personally and substantially (by advice, decision, or otherwise) as a government employee in any contract, controversy, proceeding, request for determination, or other particular matter in which, to his or her knowledge, he or she (or his or her spouse, minor child, general partner, organization with which he or she serves as officer, director, employee, trustee, or general partner, or any person or organization with which he or she is negotiating, or has an arrangement, for future employment) has a financial interest. Exceptions to the statutory prohibition relevant to TVA employees are (1) financial interests which have been deemed by the U.S. Office of Government Ethics, in published regulations, to be too remote or inconsequential to affect the integrity of the employee's services, or (2) interests which are determined in writing, after full disclosure and on a case-by-case basis, to be not so substantial as to be deemed likely to affect the integrity of the employee's services for TVA. In accordance with the statute, individual waiver determinations are made by the official responsible for the employee's appointment. In the case of TVA directors, the determination may be made by the Chair of the TVA Board, and in the case of the Chair of the TVA Board, the determination may be made by the Counsel to the President of the U.S. More broadly, Subpart E of the Standards of Ethical Conduct provides that where an employee (1) knows that a particular matter involving specific parties is likely to have a direct and predictable effect on the financial interests of a member of his or her household, or that a person with whom the employee has a "covered relationship" (which includes, but is not limited to, persons with whom the employee has a close family relationship and organizations in which the employee is an active participant) is or represents a party to the matter, and (2) determines that the circumstances would cause a reasonable person with knowledge of relevant facts to question his or her impartiality in the matter, the employee should not participate in the matter absent agency authorization. This authorization may be given by the employee's supervising officer, as agency designee, in consultation with the TVA Designated Agency Ethics Official, upon the determination that TVA's interest in the employee's participation in the matter outweighs the concern that a reasonable person may question the integrity of TVA's programs and operations. The previously described restrictions are reflected in TVA's policies which require employees, including directors and executive officers, to comply with the guidelines outlined in the Standards of Ethical Conduct and which restate the standard of the conflict of interest statute. Additionally, the TVA Board approved a written conflict of interest policy that applies to all TVA employees, including TVA's directors and executive officers. The conflict of interest policy reaffirms the requirement that all TVA employees must comply with applicable federal conflict of interest laws, regulations, and policies. It also establishes an additional policy that is applicable to TVA's directors and CEO. This additional policy provides that TVA's directors and CEO shall not hold a financial interest in (1) any distributor of TVA power; (2) any entity engaged primarily in the wholesale or retail generation, transmission, or sale of electricity, except where substantially all such business is conducted outside of North America; or (3) any entity that may reasonably be perceived as likely to be adversely affected by the success of TVA as a producer or transmitter of electric power. Any waiver of this additional policy may be made only by the TVA Board and will be disclosed promptly to the public, subject to the limitations on disclosure imposed by law. TVA also has a protocol titled the "Obtaining Things of Value from TVA Protocol" (the "Protocol"). The Protocol describes what a TVA employee should do if a person covered by the Protocol asks for assistance in obtaining a specified thing of value from TVA. Similarly, the TVA Board Practice on External Inquiries describes what a member of the TVA Board should do if a person covered by the practice asks for assistance in obtaining a specified thing of value from TVA. 222 Table of Contents TVA relies on the policies, practices, laws, and regulations discussed above to regulate conflicts of interest involving employees, including directors and executive officers. TVA has no other written or unwritten policy for the approval or ratification of any transactions in which TVA was or is to be a participant and in which any director or executive officer of TVA (or any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of any director or executive officer of TVA) had or will have a direct or indirect material interest. Other Relationships TVA is engaged in a number of transactions with other agencies of the U.S. government, although such agencies do not fall within the definition of "related parties" for purposes of Item 404(a) of Regulation S-K. These include, among other things, supplying electricity to other federal agencies, purchasing electricity from the Southeastern Power Administration, and engaging in various arrangements involving nuclear materials with the Department of Energy. See Item 1, Business and Note 22 — Related Parties . TVA also has access to a financing arrangement with the United States Department of the Treasury ("U.S. Treasury"). TVA and the U.S. Treasury have a memorandum of understanding under which the U.S. Treasury provides TVA with a $150 million credit facility. There were no outstanding borrowings under the facility at September 30, 2022. This credit facility has a maturity date of September 30, 2023, and is typically renewed annually. This arrangement is pursuant to the TVA Act. Access to this credit facility or other similar financing arrangements with the U.S. Treasury has been available to TVA since the 1960s. See Note 14 — Debt and Other Obligations — Credit Facility Agreements . In addition, TVA is required by the 1959 amendment to the TVA Act to make annual payments to the U.S. Treasury from net power proceeds as a repayment of and as a return on the payments to the U.S. Treasury in repayment of and as a return on the government's appropriation investment in TVA's power facilities (the "Power Program Appropriation Investment") until $1.0 billion of the Power Program Appropriation Investment has been repaid. With the 2014 payment, TVA fulfilled its requirement to repay $1.0 billion of the Power Program Appropriation Investment. The TVA Act requires TVA to continue to make payments to the U.S. Treasury indefinitely as a return on the remaining $258 million of the Power Program Appropriation Investment. See Note 22 — Related Parties . The TVA Act requires the proceeds for each fiscal year derived from the sale of power or any other activities to be paid into the U.S. Treasury on March 31 of each year, except for the portion of such proceeds as in the opinion of the TVA Board shall be necessary for TVA in the operation of dams and reservoirs and in conducting its business in generating, transmitting, and distributing electric energy. For each fiscal year, the TVA Board adopts a resolution retaining for use in the operation of the TVA power system the entire margin of net power proceeds remaining at the conclusion of such fiscal year. 223 Table of Contents ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table shows the fees of Ernst & Young LLP for audit, audit-related, and other services for the years ended September 30, 2022 and 2021. Principal Accountant Fees and Services (in actual dollars) Year Principal Accountant Audit Fees (1) Audit-Related Fees Tax Fees All Other Fees (2) Total 2022 Ernst & Young LLP $ 3,277,337 $ — $ — $ 3,545 $ 3,280,882 2021 Ernst & Young LLP 3,115,531 — — 3,060 3,118,591 Notes (1) Audit fees consist of payments for professional services rendered in connection with the audit of TVA's annual financial statements, including the annual attestation on internal control over financial reporting; review of interim financial statements included in TVA's quarterly reports; audit of TVA's fuel cost adjustment; federal financial reporting responsibilities for the preparation and audit of the 2022 and 2021 federal consolidated financial statements of which TVA is a component; Bond offering and other financing comfort letters; and attestation on TVA's management report of eligible green expenditures. (2) All other fees reflect accounting and financial reporting research software license costs. The TVA Board has an Audit, Finance, Risk, and Cybersecurity Committee ("Audit Committee"). Under the TVA Act, the Audit Committee, in consultation with the Inspector General, recommends to the TVA Board the selection of an external auditor. TVA's Audit Committee, in consultation with the Inspector General, recommended that the TVA Board select Ernst & Young LLP as TVA's external auditor for the 2022 and 2021 audits and other related services, and the TVA Board approved these recommendations. TVA has a policy (the "Policy") that requires all auditing services and permissible non-audit services provided by the external auditor to be pre-approved by the Audit Committee. The Policy also lists the following services as ones the external auditor is not permitted to perform: • Bookkeeping or other services related to the accounting records or financial statements of TVA; • Financial information system design and implementation; • Appraisal or valuation services, fairness opinions, and contribution-in-kind reports; • Actuarial services; • Internal audit outsourcing services; • Management functions or human resources; • Broker or dealer, investment adviser, or investment banking services; • Legal services and expert services unrelated to the audit; and • Any other services that the Public Company Accounting Oversight Board determines, by regulation, are impermissible. The Policy also delegates to the Chair of the Audit Committee the authority to pre-approve a permissible service so long as the amount of the service does not exceed $100,000 and the total amount of services pre-approved during the year by the Chair does not exceed $200,000. The Chair must report for informational purposes the services pre-approved under this provision at the Audit Committee's next meeting. The Audit Committee pre-approved all audit services for 2022 and 2021. 224 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents have been filed as part of this Annual Report on Form 10-K for the fiscal year ended September 30, 2022 ("Annual Report"): (1) Consolidated Financial Statements. The following documents are provided in Item 8, Financial Statements and Supplementary Data herein: Consolidated Statements of Operations Consolidated Statements of Comprehensive Income (Loss) Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Changes in Proprietary Capital Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) (2) Consolidated Financial Statement Schedules. Schedules not included are omitted because they are not required or because the required information is provided in the consolidated financial statements, including the notes thereto. (3) List of Exhibits Exhibit No. Description 3.1 Tennessee Valley Authority Act of 1933, as amended, 16 U.S.C. §§ 831-831ee (Incorporated by reference to Exhibit 3.1 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 000-52313) 3.2 Bylaws of the Tennessee Valley Authority Adopted by the TVA Board of Directors on May 18, 2006, as amended on April 3, 2008, May 19, 2008, June 10, 2010, February 13, 2014, August 21, 2014, and November 6, 2014 (Incorporated by reference to Exhibit 3.2 to TVA's Annual Report on Form 10-K for the year ended September 30, 2014, File No. 000-52313) 4.1 Basic Tennessee Valley Authority Power Bond Resolution Adopted by the TVA Board of Directors on October 6, 1960, as Amended on September 28, 1976, October 17, 1989, and March 25, 1992 (Incorporated by reference to Exhibit 4.1 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No. 000-52313) 10.1 Second Amended and Restated March Maturity Credit Agreement Dated as of March 25, 2022, Among Tennessee Valley Authority, as the Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent, The Toronto-Dominion Bank, New York Branch, as Letter of Credit Issuer and a Lender, Bank of America, N.A., Canadian Imperial Bank of Commerce, New York Branch, First Horizon Bank, Morgan Stanley Bank, N.A., and The Bank of New York Mellon (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on March 30, 2022, File No. 000-52313) 10.2 Second Amended and Restated September Maturity Credit Agreement Dated as of September 21, 2021, Among Tennessee Valley Authority, as the Borrower, Royal Bank of Canada, as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on September 24, 2021, File No. 000-52313) 10.3 $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, Among TVA, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on August 7, 2015, File No. 000-52313) 10.4 First Amendment Dated as of February 28, 2017, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, Among TVA, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on March 3, 2017, File No. 000-52313) 10.5 Second Amendment Dated as of February 21, 2018, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, among TVA, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on February 26, 2018, File No. 000-52313) 10.6 Third Amendment Dated as of February 27, 2020, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, and February 21, 2018, among TVA, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on March 3, 2020, File No. 000-52313) 225 Table of Contents 10.7 December 2019 Maturity Community Bank Credit Agreement Dated as of December 12, 2016, with SunTrust Bank as Administrative Agent and a Lender, Branch Banking and Trust Company as Letter of Credit Issuer and a Lender, First National Bank, First Tennessee Bank National Association, HomeTrust Bank, Pinnacle Bank, Regions Bank, Trustmark National Bank, and United Community Bank (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on December 15, 2016, File No. 000-52313) 10.8 First Amendment Dated as of December 11, 2018, to December Maturity Community Bank Credit Agreement Dated as of December 12, 2016 (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on December 14, 2018, File No. 000-52313) 10.9 Second Amendment Dated as of February 9, 2021, to December Maturity Community Bank Credit Agreement Dated as of December 12, 2016, and Amended as of December 11, 2018 (Incorporated by reference to Exhibit 10.3 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, File No. 000-52313) 10.10 TVA Discount Notes Selling Group Agreement (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No. 000-52313) 10.11 Electronotes® Selling Agent Agreement Dated as of June 1, 2006, Among TVA, LaSalle Financial Services, Inc., A.G. Edwards & Sons, Inc., Citigroup Global Markets Inc., Edward D. Jones & Co., L.P., First Tennessee Bank National Association, J.J.B. Hilliard, W.L. Lyons, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, and Wachovia Securities, LLC (Incorporated by reference to Exhibit 10.4 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No. 000-52313) 10.12 Amendment Dated as of December 4, 2013, to Electronotes® Selling Agent Agreement Dated as of June 1, 2006, Among TVA, LaSalle Financial Services, Inc., A.G. Edwards & Sons, Inc., Citigroup Global Markets Inc., Edward D. Jones & Co., L.P., First Tennessee Bank National Association, J.J.B. Hilliard, W.L. Lyons, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, and Wachovia Securities, LLC (Incorporated by reference to Exhibit 10.3 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, File No. 000-52313) 10.13 Second Amendment Dated as of August 28, 2015, to Electronotes® Selling Agent Agreement Dated as of June 1, 2006, and Amended as of December 4, 2013, Among TVA, LaSalle Financial Services, Inc., A.G. Edwards & Sons, Inc., Citigroup Global Markets Inc., Edward D. Jones & Co., L.P., First Tennessee Bank National Association, J.J.B. Hilliard, W.L. Lyons, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, and Wachovia Securities, LLC (Incorporated by reference to Exhibit 10.9 to TVA's Annual Report on Form 10-K for the year ended September 30, 2015, File No. 000-52313) 10.14 Assumption Agreement Between TVA and Incapital LLC Dated as of February 29, 2008, Relating to the Electronotes® Selling Agent Agreement Dated as of June 1, 2006, Among TVA, LaSalle Financial Services, Inc., A.G. Edwards & Sons, Inc., Citigroup Global Markets Inc., Edward D. Jones & Co., L.P., First Tennessee Bank National Association, J.J.B. Hilliard, W.L. Lyons, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, and Wachovia Securities, LLC (Incorporated by reference to Exhibit 10.1 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 000-52313) 10.15 Facility Lease-Purchase Agreement Dated as of January 17, 2012, Between John Sevier Combined Cycle Generation LLC and TVA (Incorporated by reference to Exhibit 10.1 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2011, File No. 000-52313) 10.16 Head Lease Agreement Dated as of January 17, 2012, Among the United States of America, TVA, and John Sevier Combined Cycle Generation LLC (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2011, File No. 000-52313) 10.17* Asset Purchase Agreement Dated as of August 6, 2013, Between TVA and Seven States Southaven, LLC (Incorporated by reference to Exhibit 10.33 to TVA's Annual Report on Form 10-K for the year ended September 30, 2013, File No. 000-52313) 10.18 Facility Lease-Purchase Agreement Dated as of August 9, 2013, Between Southaven Combined Cycle Generation LLC and TVA (Incorporated by reference to Exhibit 10.34 to TVA's Annual Report on Form 10-K for the year ended September 30, 2013, File No. 000-52313) 10.19 Head Lease Agreement Dated as of August 9, 2013, Among the United States of America, TVA, and Southaven Combined Cycle Generation LLC (Incorporated by reference to Exhibit 10.35 to TVA's Annual Report on Form 10-K for the year ended September 30, 2013, File No. 000-52313) 10.20* Federal Facilities Compliance Agreement Between the United States Environmental Protection Agency and TVA (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, File No. 000-52313) 10.21* Consent Decree Among Alabama, Kentucky, North Carolina, Tennessee, the Alabama Department of Environmental Management, the National Parks Conservation Association, Inc., the Sierra Club, Our Children's Earth Foundation, and TVA (Incorporated by reference to Exhibit 10.3 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, File No. 000-52313) 226 Table of Contents 10.22† Amended and Restated TVA Compensation Plan Approved by the TVA Board on May 11, 2022 (Incorporated by reference to Exhibit 10.1 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, File No. 000-52313) 10.23† Amended and Restated Supplemental Executive Retirement Plan Effective as of May 1, 2015 (Incorporated by reference to Exhibit 10.1 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, File No. 000-52313) 10.24† Amended and Restated Executive Annual Incentive Plan Ad opted as of May 10, 2022 (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for t he quarter ended March 31, 2022, File No. 000-52313 ) 10.25† Amended and Restated Deferred Compensation Plan Adopted as of May 4, 2020 (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, File No. 000-52313) 10.26† Amended and Restated Long-Term Incentive Plan Adopted as of May 10, 2022 (Incorporated by reference to Exhibit 10.3 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, File No. 000-52313) 10.27† Executive Severance Plan Adopted as of February 10, 2021, and Amended as of February 11, 2021 (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, File No. 000-52313) 10.28† Retention Incentive Plan Effective as of October 1, 2015 (Incorporated by reference to Exhibit 10.2 to TVA's Current Report on Form 8-K filed on October 1, 2015, File No. 000-52313) 10.29† Offer Letter to Jeffrey J. Lyash Approved as of February 14, 2019 (Incorporated by reference to Exhibit 10.1 TVA's Current Report on Form 8-K filed on February 14, 2019, File No. 000-52313) 10.30† Acknowledgment by TVA and Jeffrey J. Lyash on March 25, 2019, Relating to the Offer Letter to Mr. Lyash Approved as of February 14, 2019 (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, File No. 000-52313) 10.31† Offer Letter to Timothy S. Rausch Accepted as of September 18, 2018 (Incorporated by reference to Exhibit 10.39 to TVA's Annual Report on Form 10-K/A for the year ended September 30, 2019, File No. 000-52313) 10.32† Offer Letter to David Fountain Accepted as of April 1, 2020 (Incorporated by reference to Exhibit 10.42 to TVA's Annual Report on Form 10-K for the year ended September 30, 2021, File No. 000-52313) 10.33† Offer Letter to Donald A. Moul Approved as of May 24, 2021 (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, File No. 000-52313) 14.1 Disclosure and Financial Ethics Code (Incorporated by reference to Exhibit 14 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No. 000-52313) 14.2 TVA Conflict of Interest Policy, as amended (Incorporated by reference to Exhibit 14.2 to TVA's Annual Report on Form 10-K for the year ended September 30, 2014, File No. 000-52313) 31.1 Rule 13a-14(a)/15d-14(a) Certification Executed by the Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification Executed by the Chief Financial Officer 32.1 Section 1350 Certification Executed by the Chief Executive Officer 32.2 Section 1350 Certification Executed by the Chief Financial Officer 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 227 Table of Contents 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101 † Management contract or compensatory arrangement. * Certain schedule(s) and/or exhibit(s) have been omitted. TVA hereby undertakes to furnish supplementally copies of any of the omitted schedules and/or exhibits upon request by the Securities and Exchange Commission. ITEM 16. FORM 10-K SUMMARY Not applicable. 228 Table of Contents SIGNATURES Pursuant to the requirements of Section 13, 15(d), or 37 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 14, 2022 TENNESSEE VALLEY AUTHORITY (Registrant) By: /s/ Jeffrey J. Lyash Jeffrey J. Lyash President and Chief Executive Officer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 229 Table of Contents Signature Title Date /s/ Jeffrey J. Lyash President and Chief Executive Officer November 14, 2022 Jeffrey J. Lyash (Principal Executive Officer) /s/ John M. Thomas, III Executive Vice President and November 14, 2022 John M. Thomas, III Chief Financial and Strategy Officer (Principal Financial Officer) /s/ Diane Wear Vice President and Controller November 14, 2022 Diane Wear (Principal Accounting Officer) /s/ William B. Kilbride Chair November 14, 2022 William B. Kilbride /s/ A.D. Frazier Director November 14, 2022 A.D. Frazier /s/ Beth Harwell Director November 14, 2022 Beth Harwell /s/ Brian Noland Director November 14, 2022 Brian Noland /s/ Jeff W. Smith Director November 14, 2022 Jeff W. Smith 230