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

(b) On November 12, 2024, John C. Lee, Jr. gave notice of his resignation as President and Chief Executive Officer ("CEO") of Old Dominion Electric Cooperative ("ODEC"), effective February 1, 2025. Mr. Lee will serve as senior advisor to ODEC from February 1, 2025 through December 31, 2025, in accordance with the amendment to the consulting services agreement (see "(e)" below).

(c) On November 12, 2024, our board of directors appointed Christopher F. Cosby as President and CEO of ODEC, effective February 1, 2025. Mr. Cosby joined ODEC in 2018 and currently serves as Chief Operating Officer ("COO") and has served in that role since October 27, 2024. Mr. Cosby served as Senior Vice President and COO from December 12, 2023 to October 26, 2024, and served as Senior Vice President of Power Supply from March 2022 to December 2023. Mr. Cosby held the positions of Vice President of Regulatory Affairs from 2021 to 2022 and Director of Asset Management from 2018 to 2021.

(e) On November 12, 2024, ODEC entered into an amendment to the consulting services agreement with John C. Lee, Jr., with an effective date of November 12, 2024. The amendment confirms that the transition to senior advisor will occur effective February 1, 2025; and provides that he will receive monthly compensation of $125,000, reimbursement of all reasonable expenses incurred on ODEC's behalf, and an automobile allowance of $1,500 per month. A copy of the amendment to the consulting services agreement is attached as Exhibit 10.1.