HR 1373 — Tennessee Valley Authority Transparency Act of 2025

changes in existing law made by 
the bill, as reported, are shown as follows (existing law 
proposed to be omitted is enclosed in black brackets, new 
matter is printed in italics, and existing law in which no 
change is proposed is shown in roman):

 TENNESSEE VALLEY AUTHORITY ACT OF 1933

 * * * * * * *

SEC. 2. MEMBERSHIP, OPERATION, AND DUTIES OF THE BOARD OF DIRECTORS.

 (a) Membership.--
 (1) Appointment.--The Board of Directors of the 
 Corporation (referred to in this Act as the ``Board'') 
 shall be composed of 9 members appointed by the 
 President by and with the advice and consent of the 
 Senate, at least 7 of whom shall be a legal resident of 
 the service area of the Corporation.
 (2) Chairman.--The members of the Board shall select 
 1 of the members to act as chairman of the Board.
 (b) Qualifications.--To be eligible to be appointed as a 
member of the Board, an individual--
 (1) shall be a citizen of the United States;
 (2) shall have management expertise relative to a 
 large for-profit or nonprofit corporate, government, or 
 academic structure;
 (3) shall not be an employee of the Corporation;
 (4) shall make full disclosure to Congress of any 
 investment or other financial interest that the 
 individual holds in the energy industry; and
 (5) shall affirm support for the objectives and 
 missions of the Corporation, including being a national 
 leader in technological innovation, low-cost power, and 
 environmental stewardship.
 (c) Recommendations.--In appointing members of the Board, the 
President shall--
 (1) consider recommendations from such public 
 officials as--
 (A) the Governors of States in the service 
 area;
 (B) individual citizens;
 (C) business, industrial, labor, electric 
 power distribution, environmental, civic, and 
 service organizations; and
 (D) the congressional delegations of the 
 States in the service area; and
 (2) seek qualified members from among persons who 
 reflect the diversity, including the geographical 
 diversity, and needs of the service area of the 
 Corporation.
 (d) Terms.--
 (1) In general.--A member of the Board shall serve a 
 term of 5 years. A member of the Board whose term has 
 expired may continue to serve after the member's term 
 has expired until the date on which a successor takes 
 office, except that the member shall not serve beyond 
 the end of the session of Congress in which the term of 
 the member expires.
 (2) Vacancies.--A member appointed to fill a vacancy 
 on the Board occurring before the expiration of the 
 term for which the predecessor of the member was 
 appointed shall be appointed for the remainder of that 
 term.
 (e) Quorum.--
 (1) In general.--Five of the members of the Board 
 shall constitute a quorum for the transaction of 
 business.
 (2) Vacancies.--A vacancy on the Board shall not 
 impair the power of the Board to act.
 (f) Compensation.--
 (1) In general.--A member of the Board shall be 
 entitled to receive--
 (A) a stipend of--
 (i) $45,000 per year; or
 (ii)(I) in the case of the chairman 
 of any committee of the Board created 
 by the Board, $46,000 per year; or
 (II) in the case of the chairman of 
 the Board, $50,000 per year; and
 (B) travel expenses, including per diem in 
 lieu of subsistence, in the same manner as 
 persons employed intermittently in Government 
 service under section 5703 of title 5, United 
 States Code.
 (2) Adjustments in stipends.--The amount of the 
 stipends under paragraph (1)(A) shall be adjusted by 
 the same percentage, at the same time and manner, and 
 subject to the same limitations as are applicable to 
 adjustments under section 5318 of title 5, United 
 States Code.
 (g) Duties.--
 (1) In general.--The Board shall--
 (A) establish the broad goals, objectives, 
 and policies of the Corporation that are 
 appropriate to carry out this Act;
 (B) develop long-range plans to guide the 
 Corporation in achieving the goals, objectives, 
 and policies of the Corporation and provide 
 assistance to the chief executive officer to 
 achieve those goals, objectives, and policies;
 (C) ensure that those goals, objectives, and 
 policies are achieved;
 (D) approve an annual budget for the 
 Corporation;
 (E) adopt and submit to Congress a conflict-
 of-interest policy applicable to members of the 
 Board and employees of the Corporation;
 (F) establish a compensation plan for 
 employees of the Corporation in accordance with 
 subsection (i);
 (G) approve all compensation (including 
 salary or any other pay, bonuses, benefits, 
 incentives, and any other form of remuneration) 
 of all managers and technical personnel that 
 report directly to the chief executive officer 
 (including any adjustment to compensation);
 (H) ensure that all activities of the 
 Corporation are carried out in compliance with 
 applicable law;
 (I) create an audit committee, composed 
 solely of Board members independent of the 
 management of the Corporation, which shall--
 (i) in consultation with the 
 inspector general of the Corporation, 
 recommend to the Board an external 
 auditor;
 (ii) receive and review reports from 
 the external auditor of the Corporation 
 and inspector general of the 
 Corporation; and
 (iii) make such recommendations to 
 the Board as the audit committee 
 considers necessary;
 (J) create such other committees of Board 
 members as the Board considers to be 
 appropriate;
 (K) conduct such public hearings as it deems 
 appropriate on issues that could have a 
 substantial effect on--
 (i) the electric ratepayers in the 
 service area; or
 (ii) the economic, environmental, 
 social, or physical well-being of the 
 people of the service area;
 (L) establish the electricity rates charged 
 by the Corporation; and
 (M) engage the services of an external 
 auditor for the Corporation.
 [(2) Meetings.--The Board shall meet at least 4 times 
 each year.]
 (2) Meetings.--
 (A) In general.--The Board shall meet at 
 least 4 times each year.
 (B) Transparency.--
 (i) Open meetings.--For purposes of 
 applying the requirements of section 
 552b of title 5, United States Code, to 
 the Board, the term ``meeting'' shall 
 include all deliberations of the 
 members of the Board, a committee of 
 the Board, and a subcommittee of the 
 Board, including any such deliberations 
 that are not scheduled for the purpose 
 of taking an action that will determine 
 or result in the joint conduct or 
 disposition of official business of the 
 Corporation, notwithstanding subsection 
 (a)(2) of such section.
 (ii) Notice of meetings.--
 (I) Publication.--For 
 purposes of section 552b of 
 title 5, United States Code, 
 public announcement of meetings 
 shall include publication on 
 the website of the Board.
 (II) Emergency meetings.--
 Notwithstanding section 
 552b(e)(1) of title 5, United 
 States Code, the requirement to 
 make public announcement at 
 least one week prior to a 
 meeting shall not apply if the 
 chairman of the Board 
 designates the meeting as an 
 emergency special meeting.
 (iii) Publicly available 
 information.--The Board shall publish 
 on the website of the Board any 
 information required to be disclosed or 
 made available to the public, or 
 publicly certified, under section 552b 
 of title 5, United States Code.
 (iv) Exemptions.--For purposes of 
 applying section 552b of title 5, 
 United States Code, to any portion of a 
 meeting of the Board, and to any 
 information pertaining to such portion 
 of a meeting, the Board may make a 
 determination in accordance with such 
 section not to disclose to the public 
 under such section the following 
 information:
 (I) Information containing or 
 relating to power availability 
 requests.
 (II) Information containing 
 or relating to contract 
 negotiations, including labor 
 relations and procurement 
 actions, the disclosure of 
 which would imperil or 
 compromise the competitive 
 position of the Corporation.
 (h) Chief Executive Officer.--
 (1) Appointment.--The Board shall appoint a person to 
 serve as chief executive officer of the Corporation.
 (2) Qualifications.--
 (A) In general.--To serve as chief executive 
 officer of the Corporation, a person--
 (i) shall have senior executive-level 
 management experience in large, complex 
 organizations;
 (ii) shall not be a current member of 
 the Board or have served as a member of 
 the Board within 2 years before being 
 appointed chief executive officer; and
 (iii) shall comply with the conflict-
 of-interest policy adopted by the 
 Board.
 (B) Expertise.--In appointing a chief 
 executive officer, the Board shall give 
 particular consideration to appointing an 
 individual with expertise in the electric 
 industry and with strong financial skills.
 (3) Tenure.--The chief executive officer shall serve 
 at the pleasure of the Board.
 (i) Compensation Plan.--
 (1) In general.--The Board shall approve a 
 compensation plan that specifies all compensation 
 (including salary or any other pay, bonuses, benefits, 
 incentives, and any other form of remuneration) for the 
 chief executive officer and employees of the 
 Corporation.
 (2) Annual survey.--The compensation plan shall be 
 based on an annual survey of the prevailing 
 compensation for similar positions in private industry, 
 including engineering and electric utility companies, 
 publicly owned electric utilities, and Federal, State, 
 and local governments.
 (3) Considerations.--The compensation plan shall 
 provide that education, experience, level of 
 responsibility, geographic differences, and retention 
 and recruitment needs will be taken into account in 
 determining compensation of employees.
 (4) Positions at or below level iv.--The chief 
 executive officer shall determine the salary and 
 benefits of employees whose annual salary is not 
 greater than the annual rate payable for positions at 
 level IV of the Executive Schedule under section 5315 
 of title 5, United States Code.
 (5) Positions above level iv.--On the recommendation 
 of the chief executive officer, the Board shall approve 
 the salaries of employees whose annual salaries would 
 be in excess of the annual rate payable for positions 
 at level IV of the Executive Schedule under section 
 5315 of title 5, United States Code.

 * * * * * * *