TVA - Tennessee Valley Authority
02/12/2026 | Press release | Distributed by Public on 02/12/2026 14:42
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 11, 2026, the Board of Directors ("Board") of the Tennessee Valley Authority ("TVA") approved the replacement of the Carbon-Free Performance Indicator measure and related goals under the Long-Term Incentive Plan ("LTIP") with a new Project Milestones measure and related goals for the fiscal year ("FY") 2024 - FY 2026, FY 2025 - FY 2027, and FY 2026 - FY 2028 performance cycles.
•For the FY 2024 - FY 2026 LTIP performance cycle, the calculation of the Project Milestones measure and related goals will not consider FY 2024 or FY 2025 results; rather, the Project Milestones measure and related goals will be calculated using results for FY 2026.
•For the FY 2025 - FY 2027 LTIP performance cycle, the calculation of the Project Milestones measure and related goals will not consider FY 2025 results; rather, the Project Milestones measure and related goals will be calculated using results for FY 2026 and FY 2027.
•For the FY 2026 - FY 2028 performance cycle, the calculation of the Project Milestones measure and related goals will be calculated using results for FY 2026, FY 2027, and FY 2028.
The new measure and related goals for the FY 2024 - FY 2026, FY 2025 - FY 2027, and FY 2026 - FY 2028 performance cycles are as follows:
| Performance Measure | Weight | Threshold | Target | Stretch | ||||||||||
|
Project Milestones (1)
|
20% | 80% | 90% | 100% | ||||||||||
Note
(1) For purposes of the Project Milestones measure and related goals, projects are defined as Board approved projects over $200 million and those considered critical to achieving TVA's mission (projects that extend the life of assets, increase capacity, connect large customers over 100 megawatts to TVA's system, or support regulatory commitments), and milestones will either be identified at the time of scorecard approval for existing projects or in preparation for project approval through TVA's portfolio management process for new projects. Project Milestones will be calculated by dividing the number of milestones completed on or ahead of schedule by the number of milestones included in the approved milestones list. Projects and milestones may be added or removed as a result of Board decisions or factors outside of management's control, such as external regulatory decisions, legal determinations, or extreme weather conditions (such as floods, wildfires, and winter storms). Changes to the approved milestones list will require approval of the Chair of the People and Governance Committee upon the recommendation of the Chief Executive Officer.
There were no other changes to the measures or goals for the FY 2024 - FY 2026, FY 2025 - FY 2027, and FY 2026 - FY 2028 performance cycles.
TVA - Tennessee Valley Authority published this content on February 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 12, 2026 at 20:42 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]