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 Securities Exchange Act of 1934 (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, 2024. Based on this evaluation, management concluded that TVA's disclosure controls and procedures were effective as of September 30, 2024. 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 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, 2024, 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, 2024. 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, 2024, 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. 164 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, 2024, 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, 2024, 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, 2024 and 2023, 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, 2024, and the related notes and our report dated November 13, 2024 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 13, 2024 165 Table of Contents ITEM 9B. OTHER INFORMATION Insider Trading Arrangements and Policies During the quarter ended September 30, 2024, no director or officer of TVA notified TVA of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. 2024 CEO Compensation On November 7, 2024, the TVA Board approved no adjustment to the salary of Chief Executive Officer ("CEO") Jeffrey J. Lyash for 2025. The following sets forth the components of Mr. Lyash's 2025 target total direct compensation ("TDC"), effective October 1, 2024: • Salary remained the same at $1,227,000. • Long-term performance ("LTP") grant of $3,983,000, which will vest on September 30, 2027. • Long-term retention ("LTR") grant of $1,707,000, which will vest in three equal increments on September 30, 2025, September 30, 2026, and September 30, 2027. No adjustments were made to any other existing elements of compensation for Mr. Lyash for 2025. Compensation Adjustments for Other NEOs On November 7, 2024, CEO Jeffrey J. Lyash approved compensation adjustments for the following Named Executive Officers ("NEOs") for 2025 . (Biographical information for each is set out in Item 10, Directors, Executive Officers, and Corporate Governance.) The following sets forth salary increases and incentive awards granted for 2025, effective October 1, 2024: John M. Thomas, III • Salary increased from $860,441 to $937,881. • LTP grant of $1,472,000, which will vest on September 30, 2027. • LTR grant of $700,000, which will vest in three equal increments on September 30, 2025, September 30, 2026, and September 30, 2027. Donald A. Moul • Salary increased from $819,468 to $844,052. • LTP grant of $1,500,000, which will vest on September 30, 2027. • LTR grant of $882,000, which will vest in three equal increments on September 30, 2025, September 30, 2026, and September 30, 2027. David B. Fountain • Salary increased from $648,696 to $687,618. • LTP grant of $1,075,000, which will vest on September 30, 2027. • LTR grant of $423,000, which will vest in three equal increments on September 30, 2025, September 30, 2026, and September 30, 2027. Timothy S. Rausch • Salary increased from $663,146 to $683,040. • LTP grant of $775,000, which will vest on September 30, 2027. • LTR grant of $402,000, which will vest in three equal increments on September 30, 2025, September 30, 2026, and September 30, 2027. No adjustments were made to any other existing elements of compensation for these NEOs for 2025. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 166 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 eight 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 TVA Board as of November 13, 2024, consisted of the following eight individuals with their ages and terms of office provided: Directors Age Year Current Term Began Year Term Expires Joe H. Ritch (1) 74 2023 2025 Beth P. Geer 59 2023 2026 Beth H. Harwell 67 2021 2024 Robert P. Klein 73 2023 2026 L. Michelle Moore 52 2023 2026 Brian E. Noland 56 2020 2024 William J. Renick 71 2023 2027 A. Wade White 56 2023 2027 Notes (1) Mr. Ritch assumed the Board Chair role on November 7, 2023. Mr. Ritch of Huntsville, Alabama, joined the TVA Board in January 2023 and assumed the role of Board Chair in November 2023. He previously served on the TVA Board from January 2013 to January 2017 and as Board Chair from May 2014 to January 2017. He has been an attorney at Dentons Sirote, PC, a law firm in Huntsville, Alabama, and its predecessor firm, since June 1982. He has served as chair of the Redstone Regional Alliance since 1994, as a director of Axometrics, which provides polarization measurement solutions, since 2002, and as a member of the Alabama School of Cyber Technology and Engineering Foundation since 2018. He formerly served on various corporate boards primarily in the technology, aerospace, and defense industries, including Perkins Technical Services, Inc. and CAS Inc., as well as many non-profit boards, including the Board of Trustees of the University of Alabama System, of which he is now a Trustee Emeritus, and the Huntsville/Madison County Chamber of Commerce. He has received numerous business and community awards and was inducted into the Alabama Business Hall of Fame in 2021. Ms. Geer of Brentwood, Tennessee, joined the TVA Board in January 2023. She has served as the chief of staff to former Vice President Al Gore since May 2012 and has served on the Nashville Sustainability Advisory Committee since February 2020. She has extensive policy experience in climate change and environmental justice, having previously served in roles in the Clinton-Gore White House, U.S. Department of Labor, and the U.S. Senate. Dr. Harwell of Nashville, Tennessee, joined the TVA Board in January 2021. She served as a distinguished visiting professor at Middle Tennessee State University from 2019 to 2022. She previously served as the speaker of the Tennessee House of Representatives, from 2011 until 2019, while serving as a state representative for the 56 th District of Tennessee for 167 Table of Contents 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. Mr. Klein of Chattanooga, Tennessee, joined the TVA Board in January 2023. He retired in November 2015 as former vice president of the International Brotherhood of Electrical Workers, a role he assumed after a decades-long career as a lineman and foreman for the Electric Power Board of Chattanooga. He also served as president of the Tennessee Valley Trades and Labor Council for 14 years, as well as on the TVA Labor-Management Committee, and served honorably in the Tennessee Army National Guard. Ms. Moore of Midlothian, Virginia, joined the TVA Board in January 2023. Since June 2015, she has served as CEO of Groundswell, a nonprofit that builds community power to reduce energy burdens and expand economic opportunity. She is the author of Rural Renaissance , and from her roots in rural Georgia, she has worked to connect clean energy with affordability and quality of life for more than 25 years, including leading federal sustainability and infrastructure project delivery for the Obama White House. 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 addition, he serves on the NCAA Division I Board of Directors as well as the boards of Ballad Health and the Bank of Tennessee. Mr. Renick of Ashland, Mississippi, joined the TVA Board in January 2023. He served as senior advisor for the Mississippi Office of Workforce Development from July 2021 to June 2022 and served as Workforce Division Director at Three Rivers Planning and Development District in Pontotoc, Mississippi, from June 2008 to June 2021. A longtime public servant, Mr. Renick has served in multiple local and state elected and appointed positions, as well as in the private sector. Mr. White of Eddyville, Kentucky, joined the TVA Board in January 2023. He has served with Farmers Bank and Trust Company in Princeton, Kentucky, in business development and public relations, since January 2023. He previously served as a senior claims specialist with Progressive Insurance Company in Louisville, Kentucky, from January 2022 to December 2022, and as Lyon County Judge Executive from January 2011 to December 2022. Executive Officers TVA's executive officers as of November 13, 2024, 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 63 2019 John M. Thomas, III Executive Vice President and Chief Financial and Strategy Officer 60 2005 Donald A. Moul Executive Vice President and Chief Operating Officer 59 2021 David B. Fountain Executive Vice President and General Counsel 57 2020 Timothy S. Rausch Executive Vice President and Chief Nuclear Officer 60 2018 Jeannette Mills Executive Vice President and Chief Administrative Officer 57 2020 Diane T. Wear Vice President and Controller 56 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. 168 Table of Contents 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. 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. 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. 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 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. Ms. Mills was named TVA's Executive Vice President and Chief Administrative Officer in August 2024. Ms. Mills joined TVA in February 2020 as the Executive Vice President and Chief External Relations Officer. Prior to joining 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, from March 2017 to February 2020. She also served as a Commissioner on the Maryland Public Service Commission, providing regulatory oversight of gas, electric, telephone, water, sewage disposal, and transportation companies, from June 2015 to March 2017. 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.com. Information contained on or accessible through TVA's website shall not be deemed to be incorporated into, or to be a part of, this Annual Report. 169 Table of Contents Insider Trading Policy TVA has an Insider Trading Policy that provides guidelines with respect to transactions in TVA securities by insiders and the handling of confidential information about TVA and the companies with which TVA engages in transactions or does business. The policy promotes compliance with U.S. federal, state, and foreign securities laws that prohibit certain persons who are aware of material nonpublic information relating to TVA from (1) purchasing, selling, or otherwise engaging in transactions in TVA securities, or (2) providing material nonpublic information to other persons who may trade on the basis of that information. The prohibitions against insider trading apply to trading or otherwise transacting in TVA securities, tipping, and making recommendations to engage in transactions in TVA securities by virtually any person, including all persons associated with TVA, if the information involved is material and nonpublic. In addition, the prohibitions against insider trading extend to transactions in the securities of other companies with which TVA does business or has a business relationship if the transactions are based on material nonpublic information gained while working for TVA. Committees of the TVA Board The TVA Board has an Audit, Risk, and Cybersecurity Committee established in accordance with the TVA Act. This committee oversees TVA's financial reporting, risk management, cybersecurity, compliance, and ethics. It also reviews and considers input from the TVA Inspector General to ensure TVA investigates and reports transparently about its financial and legal obligations. Current members include L. Michelle Moore (Chair), Beth P. Geer, and William J. Renick. As discussed above, TVA directors are appointed by the President of the United States with the advice and consent of the U.S. Senate, and none of the current Board members meet the requirements of being an “audit committee financial expert” under applicable SEC rules. 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. 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 four committees in addition to the Audit, Risk, and Cybersecurity Committee, as explained below: The External Stakeholders and Regulation Committee oversees relationships with customers, members of the public, and key stakeholders. Involvement includes TVA's regulatory policy, natural resource management, economic development, government relations, federal advisory councils, and emerging social issues. Current members include Beth H. Harwell (Chair), Beth P. Greer, and William J. Renick. The Operations and Nuclear Oversight Committee helps ensure the safety and effectiveness of TVA's power system generation and transmission assets by overseeing operational performance and planning. Additional oversight includes significant projects, major inspections and evaluations, long-term asset planning, and operational and regulatory compliance. Current members include Robert P. Klein (Chair), L. Michelle Moore, and A. Wade White. The People and Governance Committee has a primary focus on people and the creation of a culture that lives up to TVA's values and seeks to ensure optimal performance and sustainability of the enterprise. The committee reviews key components of the people framework such as inclusion with diversity, talent, engagement, total rewards, and labor relations. Another key function of this committee is Board governance. Current members include Brian E. Noland (Chair), Beth H. Harwell, Robert P. Klein, and Joe H. Ritch. The Finance, Rates, and Portfolio Committee oversees electricity rates, annual budget, major contracts, energy resource portfolio planning, commercial programs and products, technology, innovation, and research programs. This committee is charged with the responsibility of assisting the Board in fulfilling its responsibilities to manage financial health, strategic planning, wholesale and direct-served customer rates, and holistic asset strategy. Current members include A. Wade White (Chair), Brian E. Noland, William J. Renick, and Joe H. Ritch. 170 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 2024 compensation awarded to TVA's CEO, CFSO, and the three other most highly compensated executive officers serving at the end of 2024. Collectively, these officers are TVA's 2024 Named Executive Officers ("NEOs"): NEO Title Employment Date Position Date Jeffrey J. Lyash President and Chief Executive Officer 2019 2019 John M. Thomas, III Executive Vice President and Chief Financial and Strategy Officer 2005 2010 Donald A. Moul Executive Vice President and Chief Operating Officer 2021 2021 David B. Fountain Executive Vice President and General Counsel 2020 2021 Timothy S. Rausch Executive Vice President and Chief Nuclear Officer 2018 2020 Note Mr. Thomas was named Executive Vice President and Chief Financial and Strategy Officer ("CFSO") in June 2021 and has held the Chief Financial Officer position since June 2010. TVA's Executive Compensation Philosophy TVA has a public mission - one that is uniquely focused on serving the people of the Tennessee Valley and making those lives 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. Given the nature and scale of its operations, TVA competes with large investor-owned utilities ("IOUs") to attract and retain talent. To effectively fulfill its public power mission, TVA must provide market-based, competitive compensation levels to drive superior performance and execution of ambitious multi-year objectives aligned with TVA's public power mission. TVA’s Compensation Plan as adopted by the TVA Board is designed to: • Align compensation with TVA performance and productivity improvement . • Set performance goals that are aligned with TVA's strategic priorities - See 2024 Performance Goals and Performance Achievements. • Provide market-based, competitive compensation levels so TVA can attract, retain, and motivate highly competent employees. Total direct compensation ("TDC"), which includes annual cash and short- and long-term incentives, generally is set by considering several factors, including reference to the median (50th percentile) of the relevant labor market, as well as factors such as individual performance, experience, and internal equity. Executives may be positioned above or below the median based on labor market conditions and other factors such as tenure in the role. See Compensation Setting Process - Establishing Competitive Compensation - Use of Market Data and Benchmarking for a discussion of benchmarking practices and competitive compensation decisions at TVA. • Motivate 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. The TVA Board follows the requirements of the TVA Act, which includes the approval of a compensation plan and other notable considerations: • 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. 171 Table of Contents Notable 2024 Actions The following are key compensation actions and plan amendments for 2024: TVA Executive Severance Plan On January 26, 2024, TVA’s Executive Severance Plan ("Severance Plan") was amended and restated to eliminate the additional severance benefits available to NEOs and other participants in connection with a change in control of TVA. Following a review by the People and Governance Committee (the "Committee") and the TVA Board, it was determined that TVA's Severance Plan did not need to include change in control provisions to remain competitive with its peers, based on factors unique to TVA's public power model. Compensation Board Practice, TVA Compensation Plan, and Supplemental Plans On May 9, 2024, the TVA Board adopted the TVA Employee Compensation Board Practice (“Board Practice”) to clarify the roles and responsibilities of the TVA Board, the Committee, and management with respect to compensation matters. In addition, the TVA Board approved amended and restated versions of the TVA Compensation Plan and the following supplemental compensation plans to, among other things, reflect the principles set forth in the Board Practice: (1) Executive Annual Incentive Plan (“EAIP”), (2) Long-Term Incentive Plan (“LTIP”), (3) Severance Plan, (4) Supplemental Executive Retirement Plan, (5) Deferred Compensation Plan, and (6) Restoration Plan. Three of the above supplemental plans (EAIP, LTIP, and Severance Plan) were amended and restated to reduce the amounts that TVA’s CEO may receive under these plans. • Under both incentive plans (EAIP and LTIP), the potential maximum earned payout achievement was reduced from 200 percent to 150 percent of the CEO's target opportunity. • Under the Severance Plan, the CEO's cash severance was reduced as a result of a change in the cash severance formula from (1) 1.5 times the sum of the CEO's salary and target EAIP to (2) 1.0 times the CEO's salary. The above changes are a cumulative result of specific recommendations presented to the Committee by the Executive Compensation Task Force ("ECTF"), which was created in December 2023 and consisted of a subset of members of the TVA Board. The ECTF focused its review and subsequent recommendations on Board governance and oversight with respect to executive compensation, CEO participation in TVA plans, and management's process for communicating compensation matters to the Committee and Board regarding CEO payouts under TVA plans. The Committee believes the above changes are appropriate in light of TVA's public service mission. Amendment to Compensation Board Practice On August 22, 2024, the TVA Board approved amendments to the Board Practice adopted on May 9, 2024, to allow the CEO to approve compensation of his or her executive direct reports within ranges of total compensation that are approved annually by the Chair of the Committee. These amendments are designed to ensure that the TVA Board, through the Chair of the Committee, maintains appropriate oversight while allowing the CEO flexibility to implement his or her own compensation decisions. TVA Board Actions Related to Compensation On September 17, 2024, the TVA Board (1) established 2024 EAIP performance measures and goals for the CEO, (2) established 2025 corporate performance measures and goals for the Enterprise Scorecard for the Winning Performance Team Incentive Plan (“WPTIP”) and EAIP, (3) established performance measures and goals for the 2024-2026 and 2025-2027 performance cycles under the LTIP, and (4) approved amendments to the WPTIP and EAIP that would eliminate the use of the corporate multiplier and would authorize the TVA Board to utilize a standard discretionary range to adjust the scorecard achievement by plus or minus 20 percent beginning with the 2025 performance cycle. This standard discretionary range allows the TVA Board to account for extraordinary events or significant occurrences that impact TVA's performance. 172 Table of Contents TVA's Executive Compensation Program Aligns Pay with Performance Two-thirds of the CEO's target 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 NEOs' 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. Compensation Setting Process Establishing Compensation and Governance Practices 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 forms of remuneration) for all managers and technical personnel who report directly to the CEO (including any adjustments to compensation). Under the authority of the TVA Act, the TVA Board, its Committee, and individual TVA Board members are all involved in compensation matters. The TVA Board has taken the following actions to delegate authority with respect to compensation: Delegation to Committee • Oversee executive compensation pursuant to the Compensation Plan. • Review this CD&A and recommend approval to the TVA Board. • Review and make critical recommendations to the TVA Board, as reflected in Compensation Setting Process - Compensation Setting - Annual Roles and Responsibility. Delegation to TVA Committee Chair • Establish annual performance goals of the CEO, with concurrence of the TVA Board Chair and input from other members of the TVA Board, as appropriate. • Determine the CEO’s annual performance rating in accordance with the approved goals, with concurrence of the TVA B oard Chair and input from other members of the TVA Board, as appropriate. 173 Table of Contents • Approve, with concurrence of the TVA Board Chair, the terms of any non-salary compensation benefits applicable to the CEO under supplemental compensation plans. • Annually approve total compensation ranges for the CEO's executive direct reports following review by the Committee. Delegation to CEO • Following annual approval of total compensation ranges by the Committee Chair, set or adjust the total eligible compensation of the CEO's present or future executive direct reports within such ranges after informing the Committee's independent compensation consultant and the Committee Chair. The Committee Chair has discretion to reject any compensation actions proposed by the CEO pursuant to this section. • Approve individual performance goals for the CEO's direct reports. • Evaluate and rate the performance of the CEO's direct reports during the year against approved performance goals and adopt any individual multiplier, in consultation with the Committee. Review CEO direct reports' performance with the Committee, prior to finalizing end of year payout for the CEO's direct reports, and inform the Committee of any discretion under consideration. Determine final payouts under supplemental compensation plans after informing the Committee Chair and the Committee's independent compensation consultant. • Approve, or delegate to others the authority to approve, the terms of supplemental compensation plans when the CEO is not a participant in the plan. The TVA Board retains the authority to amend or terminate supplemental compensation plans at its discretion. • Approve, or delegate to others the authority to approve, the salaries of employees whose annual salaries would be in excess of Level IV of the Executive Schedule of the U.S. Government ($191,900 in 2024) for anyone except the CEO, the Inspector General, and the CEO direct reports (except to the extent described in the first bullet of this section), provided that the CEO provides the Committee a list of names and salaries of all such employees for its review at least once annually. • Approve, or delegate to others the authority to approve, all compensation matters that are not specifically reserved to the TVA Board, a member of the TVA Board, or the Committee. Role of Compensation Consultant The Committee engaged the independent consulting firm Frederic W. Cook & Co., Inc. ("FW Cook") to help with evaluating TVA’s 2024 competitive compensation decisions, peer group, and benchmarking processes. The Committee assessed certain independence factors and determined the firm's work raised no potential conflict of interest. In June 2024, the TVA Board engaged Meridian Compensation Partners (“Meridian”) to perform services previously provided by FW Cook, who ceased providing services to the TVA Board in June 2024. 174 Table of Contents Compensation Setting – Annual Roles and Responsibilities The following chart sets forth the roles of the TVA Board, Board Chair, Committee, Committee Chair, 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 - September • 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. • TVA Board reviews and approves any amendments or changes to supplemental compensation plans (e.g., short-term incentive ("STI") and long-term incentive ("LTI")) when the CEO is a participant. • CEO reviews and approves any changes to supplemental compensation plans when the CEO is not a participant. • TVA Board retains the authority to amend or terminate supplemental compensation plans at its discretion. Executive Schedule ("ES") Level IV January - February • The TVA Board has delegated to the CEO the authority to approve, or delegate to others the authority to approve, the salaries of employees whose annual salaries would be in excess of ES Level IV ($19 1,900 for 2024) for anyone except the CEO, the Inspector General, and the CEO direct reports (except when approval for CEO direct reports has been delegated to the CEO). • The CEO provides the Committee a list of names and salaries for all such employees at least once annually for its review. Incentive Plan Measures and Goals January - October • Committee monitors performance quarterly, including CEO compensation forecast. April • Committee reviews proposed performance measures for next fiscal year ("FY"). July - August • CEO recommends STI enterprise and corporate multiplier measures and goals and LTI measures and goals for upcoming cycles. • Committee reviews and recommends to the TVA Board the STI enterprise and corporate multiplier measures and goals and LTIP performance measures and goals for upcoming cycles. • TVA Board approves STI enterprise and corporate multiplier measures and goals and LTIP performance measures and goals for upcoming cycles. Short-Term Incentive Plans and Corporate Multiplier October - November • Committee qualitatively assesses performance compared to target and recommends final corporate multiplier between 0 and 1.1 and final STI payout for the past FY to the TVA Board. • TVA Board qualitatively assesses performance compared to target to determine final corporate multiplier between 0 and 1.1 and approves final STI payout for the past FY. Long-Term Incentive Plan ("LTIP") – Long-Term Performance ("LTP") Component October - November • Committee qualitatively assesses performance compared to target and recommends final LTIP payout percentage for cycle ending in the past FY to the TVA Board. • TVA Board qualitatively assesses performance compared to target to determine final LTIP payout percentage for cycle ending in the past FY. • 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. CEO Performance Evaluation September - November • Individual TVA Board members complete and return CEO performance assessments to TVA's Compensation organization. • TVA's Compensation organization summarizes comments and information and presents assessment results to the Committee Chair. • Committee Chair, with concurrence of the TVA Board Chair and input from other TVA Board members, as appropriate, determines the CEO's annual performance rating in accordance with the approved goals. • Committee Chair informs EVP, Chief Administrative Officer, or VP, Chief Human Resources Officer, he/she has evaluated the CEO's performance and provides the final assessment results. • Committee Chair informs 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 for the next FY (recommends to the full TVA Board). • TVA Board reviews and approves at the November TVA Board meeting, if applicable, for the next FY. TVA Board establishes the CEO's salary and other compensation elements on an annual basis. CEO Executive Annual Incentive Plan ("EAIP") Award October - November • Committee Chair obtains input from TVA Board Chair and other TVA Board members, as appropriate. • Committee recommends to the full TVA Board any payout, or adjustments to payout, to the CEO under the EAIP. • Committee Chair informs EVP, Chief Administrative Officer, or VP, Chief Human Resources Officer, via memo of the Board's decisions. CEO Annual Performance Goals October - November • Committee Chair reviews and discusses with CEO performance goals for the next FY. • Committee Chair consults with and solicits input from the TVA Board Chair and other members of the TVA Board, as appropriate. • With concurrence of the TVA Board Chair, and input from other members of the TVA Board, Committee Chair establishes the annual performance goals for the CEO. • Committee Chair informs CEO of approved goals. 175 Table of Contents CEO Direct Report Compensation October - November • Committee Chair, following review by the Committee, annually approves total compensation ranges for the CEO's executive direct reports. • CEO, following annual approval by the Committee Chair, may set or adjust the total eligible compensation of the CEO's present or future executive direct reports within such ranges after informing the Committee's independent compensation consultant and the Committee Chair. Committee Chair has discretion to reject any compensation actions proposed by the CEO pursuant to this section. • CEO rates the performance of his or her direct reports and sets forth any individual multiplier (if applicable). • CEO reviews performance for CEO direct reports with the Committee and informs Committee of any discretion under consideration prior to finalizing end of year payouts for the CEO's direct reports. • CEO determines final payouts under supplemental compensation plans after informing the Committee Chair and the Committee's independent compensation consultant. • CEO establishes the next FY annual performance goals for his/her direct reports. Compensation Discussion and Analysis ("CD&A") October - November • Committee reviews and recommends inclusion in TVA's Annual Report on Form 10-K. Establishing Competitive Compensation 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 IOUs, 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 considering the median of the relevant labor market as well as other factors such as individual performance, experience, and internal equity. After compiling market compensation for the positions at the beginning of 2024 , 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. 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. The process for gathering and analyzing information about executive compensation in the relevant labor market is as follows: • Each year, the Committee's compensation consultant recommends a relevant labor market peer group for approval by the Committee. For 2024 compensation opportunities, TVA's market data was determined based on a review of executive compensation survey data and/or public proxy statement data for members of this peer group. • For the survey-based analysis, TVA referenced a sample from the 2023 Willis Towers Watson ("WTW") Energy Services Executive Compensation Database consisting of (1) 33 IOUs with revenue greater than or equal to $3.0 billion plus (2) 11 additional government/non-profit entities with revenue greater than or equal to $1.0 billion. Data from this sample were further regressed to TVA's size based on revenue. • 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. 176 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 2024: Company Investor Owned Utilities with Revenue Greater Than or Equal to $3.0 Billion Which Participated in 2023 Willis Towers Watson Energy Services Survey Government/Non-Profit Entities with Revenue Greater Than or Equal to $1.0 Billion Which Participated in 2023 Willis Towers Watson Energy Services Survey Proxy Peer Group of Investor Owned Utilities AES Corporation n n Alliant Energy Corporation n Ameren Corporation n n American Electric Power Company, Inc. n n Berkshire Hathaway Energy n Calpine n CenterPoint Energy, Inc. n n CMS Energy Corporation n n Colorado Springs Utilities n Consolidated Edison, Inc. n Constellation Energy Corporation n n CPS Energy n Dominion Energy, Inc. n n DTE Energy Company n n Duke Energy Corporation n n Edison International n n Entergy Corporation n n Evergy, Inc. n Eversource Energy n n Exelon Corporation n n FirstEnergy Corp. n n Great River Energy n GE Renewable Energy n JEA n Lower Colorado River Authority n Nebraska Public Power District n New York Power Authority n NextEra Energy, Inc. n n NiSource, Inc. n n NRG Energy, Inc. n n Oak Ridge National Laboratory n Oncor Electric Delivery Company LLC n Omaha Public Power n Pacific Gas and Electric Company n n Pinnacle West Capital Corporation n PPL Corporation n n Public Service Enterprise Group, Inc. n n Puget Sound Energy, Inc. n Salt River Project n Sempra Energy n n Southern Company n n Tri-State Generation and Transmission n Vistra Corp. n n WEC Energy Group, Inc. n Xcel Energy, Inc. n n 177 Table of Contents Assessment of Risk TVA's Enterprise Risk Management organization, in coordination with other members of TVA's management, including Human Resources, 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. 2024 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 motivate future performance or reward past performance. TDC is comprised of annual salary, an annual incentive award under TVA’s EAIP, and an LTI award provided under TVA’s LTIP, which is delivered in two components, a Long-Term Performance (“LTP”) award and a Long-Term Retention (“LTR”) award. Each year, two key compensation decisions are made with respect to NEO compensation: (1) the amount of the 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 demonstrated performance (other than salary or LTR award) and is determined at the end of the fiscal year. The TDC components and weightings for TDC opportunities granted to the NEOs in 2024 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. 178 Table of Contents Compensation Component* And % of Target TDC Objective Key Features Annual Salary Provide fixed base compensation to encourage hiring and retention of qualified executives • 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 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. Executive Annual Incentive Plan (EAIP) Incentivize 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. Long-Term Incentive Plan (LTIP) Provide a targeted level of total long-term compensation comprised of at-risk and retention components • Participation is limited to key positions that have the ability to significantly impact the long-term financial and/or operational objectives critical to TVA's overall success. Long-Term Performance Award (LTP) Incentivize performance by providing at-risk compensation tied to attainment of pre-established performance goals over a three-year performance period • LTP grants have a three-year performance cycle with variable at-risk opportunities based on achievement against performance goals established at the beginning of the performance cycle. • The Committee's policy is for a majority of each executive's total LTI opportunity to be in the form of performance-based grant, with the remaining percent to be retention oriented. Long-Term Retention Award (LTR) Incentivize retention by providing "fixed" retention-based grants tied to a three-year vesting schedule • LTR grants will vest and pay out in three equal increments annually over three years, subject to the participant being employed through such dates, but are payable upon death, disability, or retirement if earlier on a pro-rated basis. • Since TVA issues no equity, TVA offers retention grants to be competitive with the industry marketplace for talent, providing a retention incentive similar to restricted stock or restricted stock units. These grants are intended to encourage executives to remain with TVA and to provide, in combination with salary, EAIP, and LTP grants, a competitive level of TDC. *typically reviewed annually 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 individual performance. NEO 2024 (1) 2023 Percent Change Mr. Lyash $ 1,227,000 $ 1,227,000 — % Mr. Thomas 860,441 835,380 3 % Mr. Moul 819,468 795,600 3 % Mr. Fountain 648,696 629,802 3 % Mr. Rausch 663,146 637,640 4 % Note (1) All salaries were effective October 1, 2023. 179 Table of Contents The 2024 salaries for the NEOs are reported in the Executive Compensation Tables and Narrative Disclosures - Summary Compensation Table . Incentive Opportunities The short- and long-term incentive opportunities for the NEOs are set at levels that (1) are competitive with the relevant labor market, with target TDC generally determined by considering the 50th percentile of the relevant labor market, and (2) result in a majority of each executive's total LTI opportunity in the form of performance-based awards and the remaining percent of each executive's total LTI 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 . LTI 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, and have the potential for significant gains or losses, based on market fluctuations. As a result, TVA's LTIs 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 short- 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 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. Executive Severance Plan TVA has established a Severance Plan to provide additional benefits to certain executives if TVA terminates the employment of covered executives other than for Gross Misconduct or such executives terminate for Good Reason. See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan below for additional information regarding the benefits available to covered executives under the Severance Plan as well as definitions of Gross Misconduct and Good Reason. Material changes in the Severance Plan were approved for 2024 , as reflected above in Notable 2024 Actions . 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 retirement benefits at compensation levels that are higher than the limits specified by Internal Revenue Service ("IRS") regulations for qualified retirement 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 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 180 Table of Contents health benefit plans and other non-retirement benefit plans on the same terms and at the same contribution rates as other TVA employees. 2024 Performance Goals and Performance Achievement Strategic Priorities Incentive Compensation Measures* 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 power, 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 Load Not Served Annualized Nuclear Online Reliability Loss Factor Combined Cycle Equivalent Forced Outage Rate Coal Equivalent Forced Outage Rate External Performance Indicators for the TVA Nuclear Fleet Financial Strength Investing in TVA's future, while keeping energy costs as low as possible Total Financing Obligations Operating Cash Flow Net Income Total Spend Non-Fuel Delivered Cost of Power Powerful Partnerships Promoting progress through the shared success of TVA's customers and stakeholders Jobs Created and Retained Powerful Partnerships Survey Igniting Innovation Pursuing innovative solutions for TVA and its communities *Incentive compensation measures align with strategic priorities and are further described below in Executive Annual Incentive Plan ("EAIP") - 2024 EAIP Performance Measures and Long-Term Incentive Plan ("LTIP") . Executive Annual Incentive Plan ("EAIP") All TVA employees (including NEOs) participate in an annual, short-term incentive program (subject to eligibility requirements), since every employee contributes to the success of TVA and the execution of its public power mission. While the measures used for annual incentives are the same for all employees, they are provided under two plans: the 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 2024 , the annual incentive payment for each NEO other than the CEO was calculated as follows: EAIP Amount = Annual Salary × Annual Target Incentive Opportunity × Percent of Enterprise Scorecard Opportunity Achieved (0% to 200%) × Corporate Multiplier (0 to 1.1) × Individual Performance Multiplier (0% to 150%) The EAIP award for the CEO was calculated in the same manner as those awards for other NEOs except that the Scorecard Achievement range measured from 0 percent to 150 percent instead of 0 percent to 200 percent. See Notable 2024 Actions for additional information regarding this change. Each component of this calculation is discussed below (except for annual salary, which is discussed above). The award for certain participants in the EAIP may be adjusted by the participant's supervisor based on an evaluation of the participant's individual achievements and performance during the year. In addition, pursuant to discretion granted under the TVA 181 Table of Contents Compensation Plan and EAIP, awards may be further adjusted by the TVA Board in its discretion. There is no guaranteed minimum payout under the EAIP, and the maximum payout for the EAIP cannot exceed 225 percent of the target award for all participants other than the CEO. For the CEO, the maximum payout cannot exceed 150 percent of the target award. EAIP Target Incentive Opportunity Following a review of benchmarking and individual performance, the TVA Board evaluated the appropriateness of the EAIP award opportunity for the CEO based on market data and other individual factors and made no changes for 2024. Similarly, the CEO evaluated the appropriateness of the EAIP award opportunities for the other NEOs based on market data and other individual factors, including internal parity, and made no changes for 2024. Accordingly, target EAIP award opportunities of the NEOs for 2024 were as follows: NEO 2024 EAIP Target Incentive Opportunity (1) Mr. Lyash 150% Mr. Thomas 80% Mr. Moul 80% Mr. Fountain 70% Mr. Rausch 70% Note (1) Represents a percent of each NEO's salary. 182 Table of Contents 2024 EAIP Performance Measures EAIP performance measures tie directly to key enterprise metrics used by senior management in TVA's annual budget and strategic planning process, which in turn link directly to the achievement of TVA's mission and strategic priorities. The 2024 EAIP performance measures and goals were provided in an organizational scorecard ("TVA Enterprise Scorecard"). The 2024 performance measures, along with the weighting ascribed to each, are shown below as a percentage of the total EAIP award opportunity at target-level performance. 2024 EAIP PERFORMANCE MEASURES The 2024 WPTIP/EAIP measures 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 TVA 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 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 events exclude interruptions due to declared major events, variances, verified tornadoes, gunfire, vandalism, ice formation, and foreign object/vehicle. 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 reference 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 Forced Outage Rate What this measures: Combined cycle plant reliability Combined Cycle Equivalent Forced Outage Rate ("EFOR") measures the generation lost due to forced events as a percentage of time the unit would have been scheduled to run for TVA-operated combined cycle generating assets, based on Generating Availability Data System ("GADS") event reporting guidelines for megawatt hour losses. Combined Cycle EFOR excludes GADS events classified as outside management control and variances. Why Is This Metric Used? Combined Cycle EFOR focuses on ensuring TVA combined cycle generating assets are available and reliable to meet system demand. Coal Equivalent Forced Outage Rate What this measures: Coal plant reliability Coal EFOR measures the generation lost due to forced events as a percentage of time the unit would have been scheduled to run for TVA-operated coal generating assets, based on GADS event reporting guidelines for megawatt hour losses. Coal EFOR excludes GADS events classified as outside management control and variances. Why Is This Metric Used? Coal EFOR focuses on ensuring TVA coal generating assets are available and reliable to meet system demand. In setting the goal for each measure, consideration is given to TVA's historic performance, its strategic business plan priorities and strategic benchmarking goals, customer and stakeholder feedback, environmental and regulatory concerns and goals, and the competitive environment. Achievement of the target goal would result in a 100 percent payout with respect to that goal. A threshold goal is also set for each measure, so that no award payout would occur with respect to a measure when performance fails to achieve that threshold. Additionally, a stretch goal for each measure is set to incentivize and reward exceptional performance. Linear interpolation is used for results between threshold and stretch goals. 183 Table of Contents 2024 Enterprise Scorecard and Corporate Multiplier Results The performance results on the 2024 TVA Enterprise Scorecard are set forth below. TVA's Enterprise Scorecard is based on a scale of 0 percent to 200 percent for all participants other than the CEO and resulted in a 170 percen t of ta rget opportunity payout. For the CEO, TVA's Enterprise Scorecard is based on a scale of 0 percent to 150 percent and resulted in a 127.5 percent of target opportunity payout. TVA's Corporate Multiplier (described in the following section) has been used to d etermine final payout results. ENTERPRISE SCORECARD PERFORMANCE (1) Note (1) The TVA Enterprise Scorecard sets forth performance goals of annual incentive plans applicable to both executive and non-executive employees. Corporate Multiplier Approval As in previous years, the TVA Board approved the use of a corporate multiplier for the 2024 EAIP. The corporate multiplier ranges between 0 and 1.1 and is based on a qualitative assessment of performance in 2024 against goals set in February 2024 for six organizational performance measures. Key highlights for this performance period were: • Continued overall strong safety performance – 2024 SIIR is best achievable with zero serious injuries reported for the fiscal year • Fina ncial health and performance – continued strong financial performance with Total Financing Obligations ("TFO"), Net Income, and Operating Cash Flow substantially exceeding target • Jobs created and jobs retained – 2024 efforts continued to help attract and encourage the expansion of business and industries – $8.9 billion in projected investments, and – Expected creation/retention of 52,761 jobs (10,368 jobs created and 42,393 jobs retained) • Overall performance – outstanding performance across a broad range of metrics 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. The TVA Board qualitatively assessed TVA’s performance at the end of the 2024 performance period. Based on TVA's performance with respect to the 2024 corporate multiplier measures and the overall performance described above, the TVA Board determined to apply a 1.0 multi plier to the calculated EAIP payout . 184 Table of Contents Corporate Multiplier Factors Measure Definition Why Is This Measure 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") TFO includes all statutory debt and other financial obligations. TFO is calculated by subtracting unbudgeted contributions to unfunded liabilities from the sum of (1) long-term debt (including unamortized premiums/discounts), (2) short-term debt, (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. Operating Cash Flow 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 Part II, Item 8, Financial Statements and Supplementary Data – Consolidated Statements of Cash Flows f or additional information. Operating Cash Flow 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 Part II, Item 8, Financial Statements and Supplementary Data – Consolidated Statements of Operations for additional information. Net income is a standard accounting measure that provides a view of TVA's financial performance and position. Jobs Created and Jobs Retained (1) 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. Jobs Created and Retained is an industry standard measure that economic developers can speak to and easily understand, and provides an established tracking mechanism 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 bus iness. 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. Note (1) "Jobs created" in the TVA fiscal year are newly created, paid positions at a facility of a TVA customer, meaning any entity that purchases power from TVA or a distributor of TVA power. "Jobs retained" are paid positions at a facility of a TVA customer that were created prior to the current TVA fiscal year and that continue to be filled in the current TVA fiscal year. See Part I, Item 1, Business — Economic Development Activities for additional information. 185 Table of Contents 2024 CORPORATE MULTIPLIER MEASURES (0.0 – 1.1 MULTIPLIER) Note (1) Includes impact of partnership credits. Partnership credits are wholesale bill credits provided to LPC customers who have signed long-term Partnership Agreements with TVA. For more information, see Part I, 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 priorities. At the end of the performance period, the CEO assesses the performance of the other NEOs and determines any individual multiplier, in consultation with the Committee. The CEO reviews his or her direct reports' performance with the Committee prior to finalizing end of year payouts for the CEO's direct reports, informs the Committee of any discretion under consideration, and determines final payouts after informing the Committee Chair and the Committee's independent compensation consultant. For the CEO individual performance multiplier, each TVA Board member assesses the CEO's performance at the end of a performance period (fiscal year-end). Results of the assessment are provided to the Committee Chair who, with concurrence of the TVA Board Chair and input from other TVA Board members, determines the CEO's annual performance rating. The Committee then recommends to the full TVA Boa rd payouts to the CEO under the EAIP. For each NEO, the individual performance multiplier can range between 0 percent to 150 percent of the calculated payout and can be used to reduce (multiplier below 100 percent) or increase (multiplier above 100 percent) the amount of the award. For 2024, the NEOs were evaluated on individual performance goals and the following leadership competencies: 186 Table of Contents Award payouts under the 2024 EAIP are below and are reported in the "Non-Equity Incentive Plan Compensation" column in the Executive Compensation Tables and Narrative Disclosures — Summary Compensation Table. TVA's achievement against its Enterprise Scorecard, with approved corporate multiplier, is reflected below, as well as individual performance multipliers by NEO. 2024 EAIP Award Calculation NEO Salary Target EAIP Incentive Opportunity (% of Salary) Target EAIP Payout Scorecard Results (1) Corporate Multiplier Individual Performance Multiplier ("IPM") Actual EAIP Award Payout Mr. Lyash (2) $ 1,227,000 150% $ 1,840,500 127.5% 1.0 100% $ 2,346,638 Mr. Thomas (3) $ 860,441 80% $ 688,353 170.0% 1.0 108% $ 1,263,816 Mr. Moul (4) $ 819,468 80% $ 655,574 170.0% 1.0 108% $ 1,203,635 Mr. Fountain $ 648,696 70% $ 454,087 170.0% 1.0 100% $ 771,948 Mr. Rausch $ 663,146 70% $ 464,202 170.0% 1.0 100% $ 789,144 Notes (1) This column reflects the percent of Enterprise Scorecard approved by the TVA Board. The EAIP Award for Mr. Lyash was calculated in the same manner as that of each NEO, except that his award was calibrated using a Scorecard Achievement range of 0 percent to 150 percent instead of 0 percent to 200 percent. (2) The maximum EAIP payout for the CEO cannot exceed 150 percent of target. Mr. Lyash's individual performance multiplier of 100 percent was based on an evaluation of his performance during the fiscal year by the Committee and the TVA Board. (3) The IPM for Mr. Thomas recognizes strong performance, with achievements at or near stretch for five key financial measures (TVA Total Spend, TFO, Operating Cash Flow, Net Income, and Non-Fuel Delivered Cost of Power). In addition, Financial Services exceeded the renewable and storage MW added metric, launched new interruptible products yielding 850 MW, and supported TVA efforts in bringing federal funding to the Valley and its stakeholders. (4) The IPM for Mr. Moul recognizes operational performance above expectations, with achievements at stretch on three key operational measures. In addition, the Chief Operating Office maintained a zero SIIR for 2024 while also demonstrating year-over-year improvement in asset performance. Long-Term Incentive Plan ("LTIP") TVA executives, including the NEOs, participate in the company's LTIP. These individuals make decisions that significantly influence the development and execution of TVA's long-term strategic objectives. As such, awards under TVA's LTIP are designed to reward executives for sustainable success. Since long-term success is supported by a commitment to continued employment, the NEOs are incentivized to remain with the company through the vesting of the LTP awards and LTR awards, as discussed below. 187 Table of Contents 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 200 percent of target incentive opportunity to enable awards that are commensurate with performance achievements (0 percent to 150 percent for CEO) • Award opportunities established for each performance cycle below or near median levels of competitiveness with TVA's peer group • LTP awards vest upon the completion of the three-year performance period, contingent upon continued employment through vesting date and subject to achievement of performance goals • LTR awards vest in one-third increments over three years, contingent upon continued employment through each vesting date F or 2024 compensation decisions, the TVA Board and Mr. Lyash evaluated the appropriateness of the LTI award opportunities for the CEO and other NEOs, respectively. As a result, the values of the Total LTI grants (LTP awards at target and the LTR awards) were increased from 2023 levels, near market median, following a review of benchmarking and individual performance and reflective of increased tenure and experience. Accordingly, target LTI award opportunities of the NEOs for 2024 were as follows: NEO 2024-2026 Granted LTI Values ($) 2024-2026 LTI - Increase vs 2023-2025 (%) LTP Target LTR Award TOTAL LTI LTP Target LTR Award TOTAL LTI Mr. Lyash $ 3,983,000 $ 1,707,000 $ 5,690,000 —% —% —% Mr. Thomas 1,425,000 700,000 2,125,000 —% 17% 5% Mr. Moul 1,425,000 852,000 2,277,000 —% 9% 3% Mr. Fountain 1,000,000 414,000 1,414,000 3% 6% 4% Mr. Rausch $ 725,000 $ 375,000 $ 1,100,000 —% 14% 4% 188 Table of Contents LTIP Grant and Vested Awards TVA's executive compensation program provides for an annual LTP grant, which yields a vested award following a three-year performance period. During 2024, there were three overlapping LTP awards: 2022–2024 LTP Award Vested September 30, 2024 2023–2025 LTP Award Vesting September 30, 2025 2024–2026 LTP Award Vesting September 30, 2026 The performance measures and threshold, target, and stretch goals for each measure are determined annually by the TVA Board. In setting the goal for each measure, the TVA Board considers budgeted amounts in the company's approved business plans, actual performance in recent years, and level of attainment. The TVA Board also considers TVA's strategic business plan priorities and strategic benchmarking goals, customer and stakeholder feedback, environmental and regulatory concerns and goals, and the competitive environment. Following the TVA Board's approval of performance achievement at the end of each three-year performance period, awards are paid out in cash early in the subsequent fiscal year, or upon death, disability, or retirement, as described in TVA's LTIP. For the 2022-2024 LTP award cycle, target performance provides for a 100 percent payout opportunity, performance below threshold provides for no payout, performance at threshold provides for a 50 percent payout opportunity, and performance at stretch provides for a 200 percent payout opportunity (for all eligible participants, except the CEO). LTP Incentive awards for the CEO are calculated in the same manner except that the scorecard achievement ranges from 0 percent to 150 percent instead of 0 percent to 200 percent (see " Notable 2024 Actions" for additional information regarding change). Linear interpolation is used for results between threshold and stretch goals. The TVA Board may apply discretion, based on consideration of corporate factors and events that are significant during the Performance Cycle but not included or captured in the performance goals and performance measures, to reduce or increase the final LTP incentive awards for any or all participants as long as the final awards do not exceed the maximum amounts described above. LTP Incentive Amount = Target Value × Percent of LTI Scorecard Opportunity Achieved (0% to 200%) For the three-year performance period ended September 30, 2024, the TVA Board previously approved four overall TVA performance measures to be applied to all participants in the LTP. The 2022–2024 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. 189 Table of Contents 2022-2024 LTP PERFORMANCE MEASURES The 2022–2024 LTP measures 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 (1) non-fuel operating and maintenance ("O&M") expense, (2) base capital cost, (3) interest expense, and (4) other expense divided by budgeted electric power sales. Why Is This Measure 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 Measure 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. TVA's fleet level index is a simple average of unit performance. Why Is This Measure Used? This measure is a recognized industry standard for nuclear operations performance based on safety and reliability. Powerful Partnerships Survey What this measures: external perception and reputational events Powerful Partnerships Survey is conducted among customers, elected officials, business/economic development leaders, and the general public in the TVA service area to assess strength of various stakeholder relationships with TVA. Why Is This Measure Used? This measure supports the effective management of TVA's reputation and the ability to achieve desired outcomes and deliver on strategic priorities with stakeholders. 190 Table of Contents Consistent with its public power mission, TVA's LTP measures include the results of surveys that assess the external reputation and perception of TVA and TVA's effectiveness in carrying out its mission and strategic objectives. These measures reflect TVA's focus on meeting or exceeding customer expectations and identifying areas for continuous improvement. 2022–2024 LTP Award Performance Results The performance results under the 2022-2024 TVA Long-Term Performance Scorecard are set forth below. TVA's LTP Scorecard is based on a range of 0 percent to 200 percent for all participants other than the CEO and resulted in a payout of 143 percent of target opportunity. For the CEO, TVA's LTP Scorecard is based on a scale of 0 percent to 150 percent, and resulted in an adjusted payout of 82 p ercent of target oppor tunity. 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 2022–2024 performance cycle, the Non-Fuel Delivered Cost of Power measure was calculated using an average of the 2022, 2023, and 2024 results. (2) Load Not Served = (Percentage of Total Load Not Served) x (Number of Minutes in the Period). For the 2022–2024 performance cycle, the Load Not Served measure was calculated using an average of the 2022, 2023, and 2024 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 2022–2024 performance cycle, the External Performance Indicators for the TVA Nuclear Fleet measure was calculated using the 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 was calculated using an average of the 2022, 2023, and 2024 results. In reviewing the 2022–2024 performance period, the TVA Board considered strong performance in two areas along with below threshold performance for External Performance Indicators for the TVA Nuclear Fleet and slightly below target performance for Powerful Partnerships Survey in 2024. Below are key highlights for this performance period: ü Strong transmission grid system reliability performance ü Financial performance • Debt continued to be consistent with long-term financial plan • Residential rates are lower than those paid by over 80% of customers of the top 100 U.S. utilities • Industrial rates are lower than those paid by over 90% of customers of the top 100 U.S. utilities ü Nuclear performance • Browns Ferry Unit 1 achieved 50 years of operation • Initiated the preservation of 8,232 MW of carbon free generation for a total of 80 years with approval of the Nuclear Life Extension Program • Partnerships for advancing new technologies • External Performance Indicators for TVA Nuclear Fleet performed below threshold for 2024 ü Customer relationships • 97% of 153 LPCs have signed 20-year Partnership Agreements with TVA • Supporting federal funding opportunities • Powerful Partnerships Survey - performed just below target for 2024 as TVA continues to actively engage stakeholders across the Tennessee Valley ü Continued economic development efforts have been successful (2022-2024) • Companies have announced $28.3 billion in projected investments • Approximately 177,600 jobs (49,100 jobs expected to be created and 128,500 jobs expected to be retained) 191 Table of Contents In light of operational performance challenges during the three-year performance cycle of the LTIP and concerns regarding TVA's ability to manage costs in light of future financial needs, the TVA Board exercised discretion to adjust the calculated 2022-2024 LTP Award payout from 114 percent to 82 percent , which is 72 percent of the calculated payout, for Mr. Lyash. For the remaining participants other than the CEO, the TVA Board determined that the calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities and did not exercise its discretion to adjust the calculated payout. Award payouts for NEOs are reported below and in the Executive Compensation Tables and Narrative Disclosures – Summary Compensation Table under "Non-Equity Incentive Plan Compensation." NEO 2022-2024 LTP Award Calculation LTP Target Scorecard Results Percent of Opportunity Achieved LTP Award Payout Mr. Lyash (1) $ 3,556,000 82% $ 2,915,920 Mr. Thomas 1,395,000 143% 1,994,850 Mr. Moul 1,175,000 143% 1,680,250 Mr. Fountain 770,000 143% 1,101,100 Mr. Rausch 596,000 143% 852,280 Note (1) Mr. Lyash's LTP award was calculated in the same manner as that of each NEO, except that his award was calibrated using a Scorecard Achievement range of 0 percent to 150 percent instead of 0 percent to 200 percent. For the CEO, the maximum LTP award is 150 percent of the LTP incentive target. 2023–2025 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, 2025 (awards to be paid in November 2025): Performance Metric and Weighting Threshold Target Stretch (5) (50% Payout) (100% Payout) (200% Payout) Non-Fuel Delivered Cost of Power (1) 45% 3.44 3.31 3.18 Load Not Served (2) 30% 4.5 3.9 3.2 External Performance Indicators for the TVA Nuclear Fleet (3) 15% Industry Median Top Quartile Top Fleet Powerful Partnerships Survey (4) 10% 75.0 79.0 83.0 Notes (1) Non-Fuel Delivered Cost of Power measure has same definition as for the 2022-2024 LTP awards. For the 2023-2025 performance cycle, the Non-Fuel Delivered Cost of Power measure will be calculated using an average of the 2023, 2024, and 2025 results. (2) Load Not Served measure has same definition as for the 2022-2024 LTP awards. For the 2023-2025 performance cycle, the Load Not Served measure will be calculated using an average of the 2023, 2024, and 2025 results. (3) The External Performance Indicators for the TVA Nuclear Fleet measure has same definition as for the 2022-2024 LTP awards. For the 2023-2025 performance cycle, the External Performance Indicators for the TVA Nuclear Fleet measure will be calculated based on 2025 results. (4) The Powerful Partnerships Survey measure is conducted among customers, elected officials, business and economic development leaders, and the general public in the TVA service area to assess the strength of various stakeholder relationships with TVA. For the 2023-2025 performance cycle, the Powerful Partnerships Survey measure will be calculated using an average of the 2023, 2024, and 2025 results. (5) The Stretch Payout for the CEO is 150 percent. 192 Table of Contents 2024–2026 Outstanding LTP Performance Cycle In September 2024, the TVA Board approved the following overall LTP measures of TVA performance for all participants for the three-year cycle ending September 30, 2026 (awards to be paid in November 2026): Performance Metric and Weighting Threshold Target Stretch (4) Total Spend (1) 60% 2% Non-Fuel O&M, Inventory, & Cloud spend / 4% Capital spend over Budget FY25 - FY26 cumulative Total Spend based on FY25 Budget 2% Non-Fuel O&M, Inventory, & Cloud spend / 4% Capital spend under Budget Carbon-Free Performance Indicator (2) 20% 50 100 200 Powerful Partnerships Survey (3) 20% 73 77 81 Notes (1) Total Spend represents total Non-Fuel O&M, Capital, Non-Fuel Inventory, and Cloud Implementation expenses for corporate and operational SBU organizations (excludes TVA Board). This measure will support the overall TVA goal of maintaining costs and managing rates based on spending levels approved by TVA management and the TVA Board. (2) Carbon-Free Performance Indicator measures renewable megawatts ("MW") added to the TVA system, energy program savings gigawatt hour ("GWh") and capacity MW provided by energy programs, and the ability to meet TVA's operational needs through demand response ("DR") event performance. This measure supports the evolution of TVA's reliability and clean energy supply into the energy system of the future as well as helps manage the impact of TVA's identified enterprise risk related to planning and execution of the power system. (3) The Powerful Partnerships Survey is conducted among customers, elected officials, business/economic development leaders, and the general public in the TVA service area to assess the strength of various stakeholder relationships with TVA. This measure supports the effective management of TVA's reputation and ability to achieve desired outcomes and deliver on strategic priorities with stakeholders. (4) The Stretch Payout for the CEO is 150 percent. LTR Grant and Vested Awards As a corporate agency of the U.S., TVA does not have equity securities that it can use to provide stock awards, options, or other equity-based awards as compensation for its employees. The purpose of the retention grants under the LTIP is to provide a "fixed" retention incentive similar to restricted stock or restricted stock units. These grants are intended to encourage executives to remain with TVA and to provide, in combination with salary, EAIP, and LTP grants, a competitive level of TDC. 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. 2024 LTR Grant Following the market assessment conducted by FW Cook, effective October 1, 2023, TVA approved LTR grants to the NEOs. These grants vest in three equal tranches on September 30, 2024, September 30, 2025, and September 30, 2026, contingent upon continued employment on each vesting date. The amounts of these grants are set forth under Long-Term Incentive Plan ("LTIP") above. 2024 Vesting of Outstanding LTR Awards LTR awards that vested in 2024 are described below and reported in the Executive Compensation Tables and Narrative Disclosures — Summary Compensation Table under "Non-Equity Incentive Plan Compensation ." 193 Table of Contents 2024 LTR Vested Awards Payout NEO 2022 LTR Award 2023 LTR Award 2024 LTR Award 2022 LTR Tranche Vested 2023 LTR Tranche Vested 2024 LTR Tranche Vested 2024 LTR Earned (1) Mr. Lyash $ 1,524,000 $ 1,707,000 $ 1,707,000 $ 508,000 $ 569,000 $ 569,000 $ 1,646,000 Mr. Thomas 585,000 600,000 700,000 195,000 200,000 233,333 628,333 Mr. Moul 785,000 785,000 852,000 262,000 261,667 284,000 807,667 Mr. Fountain 330,000 390,000 414,000 110,000 130,000 138,000 378,000 Mr. Rausch 330,000 330,000 375,000 110,000 110,000 125,000 345,000 Note (1) Awards reflect vested tranches of 2022, 2023, and 2024 LTR program awards. LTR awards vest ratably over a three-year period, subject to continued employment on each vesting date. The vesting schedule for the three LTR awards outstanding in 2024 is set forth below. 2024 VESTING OF OUTSTANDING LTR AWARDS 2024 CEO Pay Decisions - Overview and Analysis CEO TDC EARNED IN 2024 - $8,135,558 Base Salary $ 1,227,000 2024 salary EAIP $ 2,346,638 127.5 percent of target EAIP award, followed by 1.0 Corporate Multiplier; 100 percent Individual Performance Multiplier then applied LTIP (LTP component) $ 2,915,920 82 percent of target LTP earned for the three-year performance cycle ended September 30, 2024 LTIP (LTR component) $ 1,646,000 2024 tranche of 2022, 2023, and 2024 LTR awards Each year, the Committee makes compensation decisions with respect to CEO compensation for two separate earning periods: the amount of TDC opportunity (which is forward-looking and incentivizes the CEO performance for the upcoming fiscal year), and the amount of TDC earned (which rewards CEO performance for the fiscal year period that just concluded). 194 Table of Contents 2024 CEO Total Direct Compensation Analysis On November 9, 2023, the TVA Board approved no compensation adjustment for Mr. Lyash for 2024. The 2024 target TDC opportunity for Mr. Lyash, which remains equal to that of 2023, is illustrated below: 2024 CEO TARGET TDC OPPORTUNITY - YEAR OVER YEAR CHANGE RELATIVE TO MARKET (1)(2)( 3)(4) Notes (1) Target market assessment effective October 2023 and included market composite of WTW survey sample and proxy peer group. This composite group includes 44 investor-owned utilities and government/non-profit entities further described in Item 11, Executive Compensation — Compensation Discussion and Analysis — Compensation Setting Process — Establishing Competitive Compensation — List of Compensation Peer Companies . For 2024, CEO compensation reflects the same for “TVA 2023” and “TVA 2024” components. (2) Market 50th Percentile amounts are benchmarks for each compensation component which are determined independently and do not sum together. (3) Total Annual Compensation is calculated by adding Base Salary and EAIP. For 2024, Base Salary of $1,227,000 plus EAIP of $1,840,500 equals $3,067,500. For 2023, Base Salary of $1,227,000 plus EAIP of $1,840,500 equals $3,067,500. (4) Total Long-Term Incentives are calculated by adding LTP and LTR. For 2024, LTP of $3,983,000 plus LTR of $1,707,000 equals $5,690,000. For 2023, LTP of $3,983,000 plus LTR of $1,707,000 equals $5,690,000. 2024 CEO TARGET TDC OPPORTUNITY - RELATIVE TO MARKET PERCENTILE (1)(2) Note (1) Target market assessment effective October 2023 and included market composite of WTW survey sample and proxy peer group. This composite group includes 44 investor-owned utilities and government/non-profit entities further described in Item 11, Executive Compensation — Compensation Discussion and Analysis — Compensation Setting Process — Establishing Competitive Compensation — List of Compensation Peer Companies . (2) Market 25th and 50th Percentile amounts are benchmarks for each compensation component which are determined independently and do not sum together. 195 Table of Contents 2024 CEO Total Direct Compensation - Target Versus Earned ( 1)(2) The TDC that Mr. Lyash earned for 2024 reflected individual and company performance that met and exceeded most targets and was approximate ly 65% perf ormance-based compensation. Notes (1) 2022-2024 LTP award reflects a three-year performance cycle. (2) LTR amount reflects the 2024 tranches of the 2022, 2023, and 2024 LTR awards. 196 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 2024 was $10,536,962. • F or 2024, the median employee's annual total compensation wa s $163,779. Based o n this information, the pay ratio of the total compensation for the CEO position to the median employee was approximately 64 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 Septemb er 30, 2024, as the date on which to identify its median employee. On September 30, 2024, TVA's employee population that had earnings in 2024 (including full-time, part-time, and temporary employees) consisted of 11,267 individual s 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, 2023 to September 30, 2024. 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 2024 as though that compensation was being calculated for purposes of the Summary Compensation Table, resulting in annual total compensation o f $163,779. TVA believes that 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. 197 Table of Contents Executive Compensation Tables and Narrative Disclosures Summary Compensation and Grants of Plan-Based Awards The following table provides earned compensation information for each NEO in 2024 (and 2023 and 2022, 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 (5) Jeffrey J. Lyash 2024 $ 1,227,000 $ — $ 6,908,558 $ 2,371,704 $ 29,700 $ 10,536,962 President and Chief 2023 1,227,000 — 6,758,860 2,530,772 27,450 10,544,082 Executive Officer 2022 1,152,250 — 7,040,428 1,541,448 26,100 9,760,226 John M. Thomas, III 2024 $ 860,441 $ — $ 3,886,999 $ 1,530,916 $ 24,750 $ 6,303,106 Executive Vice President 2023 835,380 — 2,743,221 950,898 22,875 4,552,374 and Chief Financial and Strategy Officer 2022 795,600 — 2,627,456 57,928 21,750 3,502,734 Donald A. Moul 2024 $ 819,468 $ — $ 3,691,552 $ 479,688 $ 29,700 $ 5,020,408 Executive Vice President 2023 795,600 — 2,271,265 332,840 237,632 3,637,337 and Chief Operating Officer 2022 765,000 — 1,742,662 139,756 945,452 3,592,870 David B. Fountain 2024 $ 648,696 $ — $ 2,251,048 $ 402,448 $ 29,700 $ 3,331,892 Executive Vice President 2023 629,802 — 1,630,441 221,672 27,450 2,509,365 and General Counsel 2022 577,800 — 1,239,436 185,739 76,100 2,079,075 Timothy S. Rausch 2024 $ 663,146 $ — $ 1,986,424 $ 650,171 $ 29,700 $ 3,329,441 Executive Vice President 2023 637,640 — 1,817,165 322,682 27,450 2,804,937 and Chief Nuclear Officer 2022 569,321 — 1,607,805 219,325 26,100 2,422,551 Notes (1) There were no bonus awards in 2024 (2) The 2024 data is outlined in the Non-Equity Incentive Plan Compensation table below. (3) The 2024 data is outlined in the Change in Pension Value and Nonqualified Deferred Compensation Earnings table below. (4) The 2024 data is outlined in the All Other Compensation table below. (5) The total compensation amount reflected in this column, determined under applicable SEC rules, may differ substantially from compensation amounts actually earned within the fiscal year reflected. Change in Pension Value and Nonqualified Deferred Compensation Earnings can substantially impact this total, which are affected by external variables such as interest rates, assumptions about life expectancy, and changes in discount rate, which are functions of the economy and actuarial calculations not related to Company performance nor controlled or approved by the TVA Board or People Committee. NON-EQUITY INCENTIVE PLAN COMPENSATION Jeffrey J. Lyash John M. Thomas, III Donald A. Moul David B. Fountain Timothy S. Rausch EAIP $ 2,346,638 $ 1,263,816 $ 1,203,635 $ 771,948 $ 789,144 LTP 2,915,920 1,994,850 1,680,250 1,101,100 852,280 LTR 2022-03 (A) 508,000 195,000 262,000 110,000 110,000 LTR 2023-02 (B) 569,000 200,000 261,667 130,000 110,000 LTR 2024-01 (C) 569,000 233,333 284,000 138,000 125,000 Total $ 6,908,558 $ 3,886,999 $ 3,691,552 $ 2,251,048 $ 1,986,424 Notes (A) LTR grant representing the third tranche of the 2022 LTR award effective October 1, 2021. (B) LTR grant representing the second tranche of the 2023 LTR award effective October 1, 2022. (C) LTR grant representing the first tranche of the 2024 LTR award effective October 1, 2023. 198 Table of Contents CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS Jeffrey J. Lyash John M. Thomas, III Donald A. Moul David B. Fountain Timothy S. Rausch Increase under TVARS Plans (A) $ — $ 64,222 $ — $ — $ — Increase under SERP 2,371,704 1,466,694 479,688 402,448 650,171 Total $ 2,371,704 $ 1,530,916 $ 479,688 $ 402,448 $ 650,171 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 David B. Fountain Timothy S. Rausch 401(k) Matching Contribution $ 14,850 $ 14,850 $ 14,850 $ 14,850 $ 14,850 Non-Elective 401(k) Contribution 14,850 9,900 14,850 14,850 14,850 Deferred Cash Recruitment/Relocation Incentive — — — (A) — — Relocation Benefits — — — — — Total $ 29,700 $ 24,750 $ 29,700 $ 29,700 $ 29,700 Notes (A) Mr. Moul is required to repay to TVA a deferred cash recruitment and relocation incentive payment in the amount of $100,000 if, prior to June 21, 2025, 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, 2024, will be paid in cash during the first quarter of 2025. 199 Table of Contents GRANTS OF PLAN-BASED AWARDS TABLE as of September 30, 2024 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 Performance Name Plan Threshold (2) Target (2) Maximum (2) Threshold (2) Target (2) Maximum (2) Period End / Vesting Date Jeffrey J. Lyash EAIP (3) $ 920,250 $ 1,840,500 $ 2,760,750 9/30/2024 LTP 2022 (4) 1,778,000 3,556,000 5,334,000 9/30/2024 LTR 2022-03 (5) 508,000 508,000 9/30/2024 LTR 2023-02 (5) 569,000 569,000 9/30/2024 LTR 2024-01 (5) 569,000 569,000 9/30/2024 LTP 2023 (6) $ 1,991,500 $ 3,983,000 $ 5,974,500 9/30/2025 LTR 2023-03 (5) 569,000 569,000 9/30/2025 LTR 2024-02 (5) 569,000 569,000 9/30/2025 LTP 2024 (6) 1,991,500 3,983,000 5,974,500 9/30/2026 LTR 2024-03 (5) 569,000 569,000 9/30/2026 John M. Thomas, III EAIP (3) $ 344,177 $ 688,353 $ 1,376,706 9/30/2024 LTP 2022 (4) 697,500 1,395,000 2,790,000 9/30/2024 LTR 2022-03 (5) 195,000 195,000 9/30/2024 LTR 2023-02 (5) 200,000 200,000 9/30/2024 LTR 2024-01 (5) 233,333 233,333 9/30/2024 LTP 2023 (6) $ 712,500 $ 1,425,000 $ 2,850,000 9/30/2025 LTR 2023-03 (5) 200,000 200,000 9/30/2025 LTR 2024-02 (5) 233,333 233,333 9/30/2025 LTP 2024 (6) 712,500 1,425,000 2,850,000 9/30/2026 LTR 2024-03 (5) 233,334 233,334 9/30/2026 Donald A. Moul EAIP (3) $ 327,787 $ 655,574 $ 1,311,148 9/30/2024 LTP 2022 (4) 587,500 1,175,000 2,350,000 9/30/2024 LTR 2022-03 (5) 262,000 262,000 9/30/2024 LTR 2023-02 (5) 261,667 261,667 9/30/2024 LTR 2024-01 (5) 284,000 284,000 9/30/2024 LTP 2023 (6) $ 712,500 $ 1,425,000 $ 2,850,000 9/30/2025 LTR 2023-03 (5) 261,667 261,667 9/30/2025 LTR 2024-02 (5) 284,000 284,000 9/30/2025 LTP 2024 (6) 712,500 1,425,000 2,850,000 9/30/2026 LTR 2024-03 (5) 284,000 284,000 9/30/2026 David B. Fountain EAIP (3) $ 227,044 $ 454,087 $ 908,174 9/30/2024 LTP 2022 (4) 385,000 770,000 1,540,000 9/30/2024 LTR 2022-03 (5) 110,000 110,000 9/30/2024 LTR 2023-02 (5) 130,000 130,000 9/30/2024 LTR 2024-01 (5) 138,000 138,000 9/30/2024 LTP 2023 (6) $ 485,000 $ 970,000 $ 1,940,000 9/30/2025 LTR 2023-03 (5) 130,000 130,000 9/30/2025 LTR 2024-02 (5) 138,000 138,000 9/30/2025 LTP 2024 (6) 500,000 1,000,000 2,000,000 9/30/2026 LTR 2024-03 (5) 138,000 138,000 9/30/2026 Timothy S. Rausch EAIP (3) $ 232,101 $ 464,202 $ 928,404 9/30/2024 LTP 2022 (4) 298,000 596,000 1,192,000 9/30/2024 LTR 2022-03 (5) 110,000 110,000 9/30/2024 LTR 2023-02 (5) 110,000 110,000 9/30/2024 LTR 2024-01 (5) 125,000 125,000 9/30/2024 LTP 2023 (6) $ 362,500 $ 725,000 $ 1,450,000 9/30/2025 LTR 2023-03 (5) 110,000 110,000 9/30/2025 LTR 2024-02 (5) 125,000 125,000 9/30/2025 LTP 2024 (6) 362,500 725,000 1,450,000 9/30/2026 LTR 2024-03 (5) 125,000 125,000 9/30/2026 200 Table of Contents 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 200 percent for 2024 (for all eligible participants, except the CEO). EAIP and LTIP Incentive awards for the CEO are calculated in the same manner except that the scorecard achievement ranges from 0 percent to 150 percent instead of 0 percent to 200 percent. (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. Fountain, 70 percent; and Mr. Rausch, 70 percent. Additionally, a corporate multiplier ranging between 0 and 1.1 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 for all NEOs except for the CEO, whose maximum award is 150 percent of target. Actual EAIP awards earned for performance in 2024 are reported for each of the NEOs under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table. (4) At the end of the performance period, TVA's LTIP Scorecard was applied to the grants in order to determine LTP award payouts. For 2024, the TVA Board exercised discretion to adjust the CEO's calculated LTP payout percentage from 114 percent to 82 percent. 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 except in the case of death, disability, or retirement. 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 2024 are reported for each of the NEOs under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table. (6) At the end of the performance period, TVA's LTIP Scorecard will be applied to the grants in order to determine LTP award payouts. The final award may be adjusted by the TVA Board in its discretion in appropriate circumstances. 201 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, 2024, 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 15.417 (2) $ 16,796,744 — John M. Thomas, III TVARS 18.833 473,770 — SERP Tier 1 18.833 7,880,284 — Donald A. Moul TVARS N/A N/A (3) — SERP Tier 1 3.250 952,284 — David B. Fountain TVARS N/A N/A (3) — SERP Tier 1 4.333 814,026 — Timothy S. Rausch TVARS N/A N/A (3) — SERP Tier 1 5.917 1,609,285 — Notes (1) Limited to 24 years when determining supplemental benefits available under SERP Tier 1, described below. (2) Mr. Lyash was granted ten years of credited service for calculating his SERP benefit: five years upon the commencement of his employment with TVA and an additional five years after five years of actual service. As of September 30, 2024, Mr. Lyash had 5.417 years of actual service and 15.417 years of credited service. The present value of the accumulated SERP benefit with 15.417 years of credited service is $16,796,744. (3) Mr. Lyash, Mr. Moul, Mr. Fountain, and Mr. Rausch 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 (1) 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 (2) 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 (1) 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 (2) 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 2024 was 7.69 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 (1) 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 (2) 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 2024 was 6.25 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. • 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 (1) a cash balance pension benefit calculated based on pay-based credits and interest that accrue over time 202 Table of Contents in the employee's account and the employee's age at the time of retirement, and (2) 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 2024 was 6.25 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. Fountain, and Mr. Rausch 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 2024 could not exceed $330,000 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 participant election are available. Contributions to a participant's 401(k) plan account by TVA and the participant during 2024 could not exceed $69,000 pursuant to the IRS annual contribution limit applicable to qualified plans. 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 2024 could not exceed $330,000 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 benef it pension pla n 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. For purposes of the SERP, an "approved" termination means termination of employment with TVA due to (1) retirement on or after the participant's 62nd birthday, (2) retirement on or after attainment of actual age 55, if such retirement has the approval of the TVA Board or its delegate, (3) death in service as an employee, (4) disability (as defined under the Rules and Regulations of 203 Table of Contents the TVARS) as determined by the Retirement Committee, or (5) 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 be nefits 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 in cludes 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 2024 and already reported in the Summary Compensation Table, but rather the amounts of compensation earned by the NEOs in 2024 or prior years that were or have been deferred. NONQUALIFIED DEFERRED COMPENSATION TABLE Name Executive Contributions in 2024 (1) Registrant Contributions in 2024 Aggregate Earnings in 2024 (2) Aggregate Withdrawals/ Distributions Aggregate Balance at September 30, 2024 Jeffrey J. Lyash $ — $ — $ — $ — $ — John M. Thomas, III — — — — — Donald A. Moul — — — — — David B. Fountain 36,396 — 9,343 — 45,739 (3) Timothy S. Rausch 80,717 — 19,909 — 100,626 (4) Notes (1) Includes vested contributions. None of these amounts are included in the Summary Compensation Table as compensation for 2024. (2) Includes vested earnings. Because none of the amounts are above market or preferential earnings under SEC rules, none of these amounts are included in the Summary Compensation Table. (3) Includes vested contributions and earnings. $36,396 of this amount has been reported in the Summary Compensation Table as compensation for a prior fiscal year. (4) Includes vested contributions and earnings. $80,717 of this amount has been reported in the Summary Compensation Table as compensation for a prior fiscal year. 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. Generally, upon termination of employment, funds are distributed pursuant to elections made in accordance with applicable IRS regulations. 204 Table of Contents Executive Severance Plan All NEOs are participants in the TVA Executive Severance Plan (the "Severance Plan"). 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: • For the CEO, a lump sum severance payment equal to the applicable multiplier times the employee's annual base salary, and continued healthcare benefits for a number of complete or partial years equal to such multiplier. The applicable multiplier is 1.0 for the CEO. • For the other NEOs, 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 1.0 for the other NEOs. • Any earned but unpaid incentive payments, and a prorated annual incentive payment for the year of termination based on actual achievement of performance goals. 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, 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); • 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. 205 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, 2024, under various scenarios: retirement, resignation, resignation for Good Reason, termination without Cause, termination with Cause, death, and Disability. The tables below also include payments from the following sources: Severance Plan, SERP, EAIP, deferred cash recruitment/relocation incentive, LTR, LTP, and deferred compensation. The following provides background information on certain payments included in the termination tables: • Resignation. 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 a definition of Good Reason. • Retirement. The Retirement column covers situations where an employee separates from service after having met one of the following criteria: (1) the employee has reached the age of 55 with at least 10 years of full-time TVA service, (2) the employee has reached the age of 60 with at least five years of full-time TVA service, or (3) the employee is in the Civil Service Retirement System or Federal Employees Retirement System and is eligible for an immediate retirement benefit upon termination as outlined in the applicable plan. • Severance Plan and Termination without Cause or Resignation for Good Reason. 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. See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definitions of Gross Misconduct and Good Reason, and for a discussion of the benefits provided to NEOs under the Severance Plan. • SERP. The SERP payments in the tables represent the present value of the accumulated benefit unless otherwise noted. • SERP Payment in Event of Death. In the event of a participant’s death while employed by TVA, the participant’s 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. The beneficiary will receive 50 percent of the reported value. • LTR Payment in Event of Retirement. The LTIP provides that if a participant retires, 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 the amount of any such LTR award for each vesting period within the retention cycle is prorated based on the number of whole months the participant was employed by TVA during such vesting period. • LTR Payment in Event of Death . 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 (1) 12 months for the vesting period that includes the day that the participant separated from service, (2) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (3) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. • LTR Payment in Event of Disability. 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 (1) 12 months for the vesting period that includes the day that the participant separated from service, (2) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (3) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. • LTP Payment in the Event of Retirement. The LTIP provides that if a participant retires, 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) a prorated portion of any LTP awards that had not vested at the time of the participant's separation from service, provided that the amount of any such LTP award (a) is calculated using the actual percent of opportunity achieved and (b) is prorated based on the number of whole months the participant is employed by TVA during the applicable performance cycle. Jeff Lyash and John Thomas are the only NEOs who were eligible to retire as of September 30, 2024, and the LTP amounts included 206 Table of Contents in their Retirement columns assume that the percent of opportunity achieved will be 100 percent of target for the performance cycles ending on September 30, 2025 and September 30, 2026. • LTP Payment in Event of Death. 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. • LTP Payment in Event of Disability. 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. In addition to the amounts set forth in the termination tables, all 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 Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability Severance Plan $ — $ — $ 1,227,000 $ — $ — SERP (1) 16,796,744 16,796,744 16,796,744 16,796,744 16,796,744 EAIP 2,346,638 2,346,638 2,346,638 2,346,638 2,346,638 Deferred Cash Recruitment/Relocation Incentive — — — — — LTR 1,646,000 1,646,000 1,646,000 1,646,000 2,404,667 LTP 2,915,920 6,898,920 6,898,920 2,915,920 6,898,920 Deferred Compensation — — — — — Total Value of Potential Payments $ 23,705,302 $ 27,688,302 $ 28,915,302 $ 23,705,302 $ 28,446,969 Notes (1) In February 2019, TVA entered into an arrangement with Mr. Lyash that provides that he will be granted five years of credited service for calculating his SERP benefit upon commencement of his employment with TVA and will be granted an additional five years of credited service after five years of actual service. As of September 30, 2024, Mr. Lyash had 5.417 years of actual service and 15.417 years of credited service. John M. Thomas, III Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability Severance Plan $ — $ — $ 1,548,794 $ — $ — SERP (1,2) 7,880,284 7,880,284 7,880,284 7,880,284 7,880,284 EAIP 1,263,816 1,263,816 1,263,816 1,263,816 1,263,816 Deferred Cash Recruitment/Relocation Incentive — — — — — LTR 628,333 628,333 628,333 628,333 922,778 LTP 1,994,850 3,419,850 3,419,850 1,994,850 3,419,850 Deferred Compensation — — — — — Total Value of Potential Payments $ 11,767,283 $ 13,192,283 $ 14,741,077 $ 11,767,283 $ 13,486,728 Notes (1) Actual benefit would be paid in five annual installments beginning upon separation from service. (2) 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. 207 Table of Contents Donald A. Moul Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability Severance Plan $ — $ — $ 1,475,042 $ — $ — SERP — (1) — (1) — (1) — (1) 952,284 EAIP 1,203,635 1,203,635 1,203,635 1,203,635 1,203,635 Deferred Cash Recruitment/Relocation Incentive (2) — — — — — LTR 807,667 807,667 807,667 807,667 1,175,167 LTP 1,680,250 1,680,250 (3) 1,680,250 1,680,250 3,105,250 Deferred Compensation — — — — — Total Value of Potential Payments $ 3,691,552 $ 3,691,552 $ 5,166,594 $ 3,691,552 $ 6,436,336 Notes (1) The five-year vesting requirement has not been met. (2) Under the terms of his offer letter, Mr. Moul is required to repay to TVA deferred cash recruitment and relocation incentive payment in the amount of $100,000 if, prior to June 21, 2025, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) is terminated for cause. (3) Is not eligible to retire based on definition in the LTIP plan. David B. Fountain Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability Severance Plan $ — $ — $ 1,102,783 $ — $ — SERP — (1) — (1) — (1) — (1) 814,026 EAIP 771,948 771,948 771,948 771,948 771,948 Deferred Cash Recruitment/Relocation Incentive — — — — — LTR 378,000 378,000 378,000 378,000 558,000 LTP 1,101,100 1,101,100 (2) 1,101,100 1,101,100 2,081,100 Deferred Compensation 45,739 45,739 45,739 45,739 45,739 Total Value of Potential Payments $ 2,296,787 $ 2,296,787 $ 3,399,570 $ 2,296,787 $ 4,270,813 Notes (1) The five-year vesting requirement has not been met. (2) Is not eligible to retire based on definition in LTIP plan. Timothy S. Rausch Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability Severance Plan $ — $ — $ 1,127,348 $ — $ — SERP 1,609,285 1,609,285 1,609,285 1,609,285 1,609,285 EAIP 789,144 789,144 789,144 789,144 789,144 Deferred Cash Recruitment/Relocation Incentive — — — — — LTR 345,000 345,000 345,000 345,000 504,167 LTP 852,280 852,280 (1) 852,280 852,280 1,577,280 Deferred Compensation 100,626 100,626 100,626 100,626 100,626 Total Value of Potential Payments $ 3,696,335 $ 3,696,335 $ 4,823,683 $ 3,696,335 $ 4,580,502 Notes (1) Is not eligible to retire based on definition in LTIP plan. 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. 208 Table of Contents Director Compensation The TVA Act provides for up to nine directors on the TVA Board. As of November 13, 2024, the TVA Board consisted of eight 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, 2024, the annual stipend for TVA directors was increased fr om $58,400 to $61,100 per year unless (1) the director chairs a TVA Board committee, in which case the stipend was increased from $59,500 to $62,300 per year, or (2) the director is the Chair of the TVA Board, in which case the stipend was increased from $65,000 to $68,100 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 13, 2024, are listed below: TVA BOARD ANNUAL STIPENDS Name Annual Stipend Joe H. Ritch $ 68,100 Beth P. Geer 61,100 Beth H. Harwell 62,300 Robert P. Klein 62,300 L. Michelle Moore 62,300 Brian E. Noland 62,300 William J. Renick 61,100 A. Wade White 62,300 The following table provides information on the compensation received by TVA's directors during 2024: 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 Joe H. Ritch $ 66,398 $ — $ — $ — $ — $ 3,320 $ 69,718 Beth P. Geer 60,373 — — — — 604 60,977 Beth H. Harwell 61,546 — — — — 3,077 64,623 Robert P. Klein 61,546 — — — — 3,077 64,623 L. Michelle Moore 61,284 — — — — 3,064 64,348 Brian E. Noland 61,546 — — — — 3,077 64,623 William J. Renick 60,373 — — — — 3,019 63,392 A. Wade White 61,320 — — — — 3,064 64,384 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. 209 Table of Contents 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 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. 210 Table of Contents Compensation Committee Interlocks and Insider Participation The People and Governance Committee of the TVA Board currently consists of the following four directors: Brian E. Noland, Beth Harwell, Robert P. Klein, and Joe H. Ritch. No member of this Committee was at any time during 2024 o r 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 2024. 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 E. Noland, Chair Beth Harwell Robert P. Klein Joe H. Ritch 211 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. Any waiver determinations would be made in accordance with applicable federal law and regulation. 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. 212 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 Part I, Item 1, Business and Note 23 — 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, 2024. This credit facility has a maturity date of September 30, 2025, 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 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 23 — 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. 213 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, 2024 and 2023. Principal Accountant Fees and Services (in actual dollars) Year Principal Accountant Audit Fees (1) Audit-Related Fees (2) Tax Fees All Other Fees (3) Total 2024 Ernst & Young LLP $ 3,816,728 $ 131,389 $ — $ 7,200 $ 3,955,317 2023 Ernst & Young LLP 3,581,554 — — 255,040 3,836,594 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 2024 and 2023 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) Audit-related fees primarily reflect pre-implementation assessments related to information technology system upgrades. (3) All other fees reflect accounting and financial reporting research software license costs and advisory services related to the SEC climate-related rule. The TVA Board has an Audit, 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 2024 and 2023 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 2024 and 2023. 214 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, 2024 ("Annual Report"): (1) Consolidated Financial Statements. The following documents are provided in Part II, 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 First Amendment Dated as of March 29, 2023, to 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 10.2 to TVA's Current Report on Form 8-K filed on April 3, 2023, File No. 000-52313) 10.4 $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) 10.5 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) 10.6 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) 215 Table of Contents 10.7 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) 10.8 Fourth Amendment Dated as of January 5, 2023, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, February 21, 2018, and February 27, 2020, 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 January 6, 2023, File No. 000-52313) 10.9 F ifth Amendment Dated as of J une 14 , 202 4 , to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, February 21, 2018, February 27, 2020, and January 5, 2023, Between TVA and Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on J une 14 , 202 4 , File No. 000-52313) 10.10 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) 10.11 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) 10.12 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) 10.13 Third Amendment Dated as of March 29, 2023, to December Maturity Community Bank Credit Agreement Dated as of December 12, 2016, and Amended as of December 11, 2018 and February 9, 2021, Among Tennessee Valley Authority, as the Borrower, Truist Bank, 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 April 3, 2023, File No. 000-52313) 10.14 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) 10.15 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) 10.16 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) 10.17 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) 10.18 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) 10.19 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) 10.20 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) 216 Table of Contents 10.21* 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) 10.22 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) 10.23 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) 10.24 Facility Lease-Purchase Agreement Dated as of October 2, 2024, Between Johnsonville Aeroderivative Combustion Turbine Generation LLC and TVA 10.25 Head Lease Agreement Dated as of October 2, 2024, Among the United States of America, TVA, and Johnsonville Aeroderivative Combustion Turbine Generation LLC 10.26 Construction Management Agreement Dated as of October 2, 2024, Between Johnsonville Aeroderivative Combustion Turbine Generation LLC and TVA 10.27* 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) 10.28* 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) 10.29† Amended and Restated TVA Compensation Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on May 9, 2024, File No. 000-52313) 10.30† Amended and Restated Supplemental Executive Retirement Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10. 5 to TVA's Current Report on Form 8-K f iled on May 9 , 2024 , File No. 000-52313) 10.31† Amended and Restated Executive Annual Incentive Plan A pproved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10. 2 to TVA's Current Report on Form 8-K f iled on May 9, 2024 , File No. 000-52313) 10.32† Amended and Restated Deferred Compensation Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10. 7 to TVA's Current Report on Form 8-K filed on May 9, 2024, File No. 000-52313) 10.33† Amended and Restated Long-Term Incentive Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10. 3 to TVA's Current Report on Form 8-K filed on May 9, 2024, File No. 000-52313) 10.34† Amended and Restated Executive Severance Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10. 4 to TVA's Current Report on Form 8-K filed on May 9, 2024, File No. 000-52313) 10.35† Amended and Restated Restoration Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10. 6 to TVA's Current Report on Form 8-K filed on May 9, 2024, File No. 000-52313) 10.36† 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) 10.37† Offer Letter to Jeffrey J. Lyash Approved as of February 14, 2019 (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on February 14, 2019, File No. 000-52313) 10.38† 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) 217 Table of Contents 10.39† 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) 10.40† 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) 10.41† 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) 19.1 Tennessee Valley Authority Insider Trading Policy Adopted by the TVA Board of Directors on November 9, 2023 (Incorporated by reference to Exhibit 19 .1 to TVA's Annual Report on Form 10-K for the year ended September 30, 2023, 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 97.1 Tennessee Valley Authority Policy for the Recovery of Erroneously Awarded Compensation Adopted by the TVA Board on November 9, 2023 (Incorporated by reference to Exhibit 97 . 1 to TVA's Annual Report on Form 10-K for the year ended September 30, 20 23 , File No. 000-52313) 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 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. 218 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 13, 2024 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. 219 Signature Title Date /s/ Jeffrey J. Lyash President and Chief Executive Officer November 13, 2024 Jeffrey J. Lyash (Principal Executive Officer) /s/ John M. Thomas, III Executive Vice President and November 13, 2024 John M. Thomas, III Chief Financial and Strategy Officer (Principal Financial Officer) /s/ Diane Wear Vice President and Controller November 13, 2024 Diane Wear (Principal Accounting Officer) /s/ Joe H. Ritch Chair November 13, 2024 Joe H. Ritch /s/ Beth H. Harwell Director November 13, 2024 Beth H. Harwell /s/ Brian E. Noland Director November 13, 2024 Brian E. Noland /s/ Beth P. Geer Director November 13, 2024 Beth P. Geer /s/ L. Michelle Moore Director November 13, 2024 L. Michelle Moore /s/ Robert P. Klein Director November 13, 2024 Robert P. Klein /s/ William J. Renick Director November 13, 2024 William J. Renick /s/ A. Wade White Director November 13, 2024 A. Wade White