DEF 14A 1 edison_def14a.htm DEFINITIVE PROXY STATEMENT

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.            )
 
Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ] 
 
Check the appropriate box:
 
[   ]        Preliminary Proxy Statement
[   ]   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]   Definitive Proxy Statement
[   ]   Definitive Additional Materials
[   ]   Soliciting Material Pursuant to §240.14a-12

  Edison International  
  (Name of Registrant as Specified In Its Charter)  
 
       
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 

Payment of Filing Fee (Check the appropriate box):
[X]        No fee required.
[   ]
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
    1)         Title of each class of securities to which transaction applies:
         
2) Aggregate number of securities to which transaction applies:
 
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
4) Proposed maximum aggregate value of transaction:
 
5) Total fee paid:
 
[   ]
 
Fee paid previously with preliminary materials.
 
[   ]
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
    1)   Amount Previously Paid:
         
  2)   Form, Schedule or Registration Statement No.:
         
  3)   Filing Party:
         
  4)   Date Filed:
 



Table of Contents

 

 

 

 

Edison International &
Southern California Edison Company
 

 

Notice of Annual Meeting
to be held on Thursday, April 28, 2016





Table of Contents

TABLE OF CONTENTS

LETTER FROM THE CHAIRMAN       i
  
NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS ii
   
PROXY SUMMARY 1
   
ITEM 1: ELECTION OF DIRECTORS 3
     Our Corporate Governance 9
     Certain Relationships and Related
     Transactions 13
     Board Committees 13
     Director Compensation 15
     Our Stock Ownership 18
    
ITEM 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 20
     Independent Auditor Fees 21
     Audit Committee Report 22
 
ITEM 3: ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION 23
    
COMPENSATION DISCUSSION AND ANALYSIS 24
     Compensation Summary 24
     What We Pay and Why: Elements of Total
     Direct Compensation 28
     How We Make Compensation Decisions 32
     Post-Employment and Other Benefits 34
     Other Compensation Policies and Guidelines 35
     Compensation Committee Report 36
     Compensation Committee Interlocks and
     Insider Participation 36
 
EXECUTIVE COMPENSATION 37
     Summary Compensation Tables 37
     Grants of Plan-Based Awards 40
     Outstanding Equity Awards at Fiscal Year-End 42
     Options Exercised and Stock Vested 44
     Pension Benefits 45
     Non-Qualified Deferred Compensation 48
     Potential Payments Upon Termination or Change in Control 49
  
ITEM 4: APPROVAL OF AN AMENDMENT TO THE EIX 2007 PERFORMANCE INCENTIVE PLAN 54
  
ITEM 5: SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER PROXY ACCESS 63
     Proposal 5 – Shareholder Proxy Access 63
     EIX Board Recommendation “Against” Item 5 64
  
MEETING AND VOTING INFORMATION 66
  
TERMS USED IN THIS PROXY STATEMENT 69
   
APPENDIX: EIX 2007 PERFORMANCE INCENTIVE PLAN A-1



Table of Contents


Mailing address of the executive offices:
2244 Walnut Grove Avenue
Rosemead, California 91770

LETTER FROM THE CHAIRMAN

March 18, 2016

Dear Fellow Shareholder:

We are pleased to invite you to attend the Edison International and Southern California Edison Company Annual Meeting of Shareholders to be held on Thursday, April 28, 2016, at 9:00 a.m., Pacific Time, at the Hilton Los Angeles/San Gabriel Hotel, 225 West Valley Blvd., San Gabriel, California 91776. During the meeting, we will report on the Company’s strategy and performance, and provide an opportunity for shareholders to engage in a dialogue with management.

Proxy Highlights

The Proxy Statement includes information about our corporate governance and executive compensation program. In particular, I would like to direct your attention to the following matters discussed in the Proxy Statement:

The qualifications, experience and diversity of our director nominees (pages 1-8);
Our key corporate governance attributes (page 2);
Our Board oversight of cybersecurity and environmental and social issues (pages 11-12);
Our engagement with major shareholders on corporate governance, proxy disclosure, executive compensation and environmental and social issues (pages 2 and 27);
Our adoption of a right for eligible Edison International shareholders to include director nominees in the Company’s Proxy Statement, commonly known as proxy access (pages 2 and 12); and
A proposal to amend the Edison International 2007 Performance Incentive Plan (pages 54-62).

Your Vote is Important

The proxy materials are being mailed or provided to you via the Internet beginning on March 18, 2016. We hope that you will participate in the Annual Meeting by attending and/or voting. Voting by any of the available methods will ensure that you are represented at the Annual Meeting, even if you are not present. You may vote your proxy via the Internet, by telephone, or by mail. Please follow the instructions on the Notice of Internet Availability of proxy materials or Proxy Card that you received in the mail.

If you receive more than one copy of the Notice or more than one Proxy Card, it means your shares are held in more than one account. You should vote the shares in all of your accounts. Please note that to vote your shares by Internet or telephone you will need the control number on your Notice or Proxy Card.

Your vote is very important to us and to our business. If you vote by Internet or telephone, please cast your vote by the April 27 deadline (April 26 for shares held in the Edison 401(k) Savings Plan).

Thank you very much for your continued interest in our business.

Sincerely,

Theodore F. Craver, Jr.
Chairman of the Board,
President and Chief Executive Officer
Edison International


i



Table of Contents


NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS

Meeting Information
Date:       Thursday, April 28, 2016
Time: 9:00 a.m., Pacific Time
Location: Hilton Los Angeles/San Gabriel
Hotel 225 West Valley Blvd.
San Gabriel, California 91776

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 28, 2016:

The Proxy Statement and Annual Report are available at www.edison.com/annualmeeting.

Directions to the Annual Meeting and information on how to vote your proxy are included in the Proxy Statement.

    Items To Be Voted On By Edison
International (“EIX”)
Shareholders
By Southern California
Edison Company
(“SCE”) Shareholders
Board
Recommendation
1.        Election of Directors       10 Nominees       11 Nominees          
Jagjeet S. Bindra For
Vanessa C.L. Chang   For
Theodore F. Craver, Jr.   For
James T. Morris For
Pedro J. Pizarro   For  
Richard T. Schlosberg, III For
Linda G. Stuntz For
William P. Sullivan For
Ellen O. Tauscher For
Peter J. Taylor For
Brett White For
2. Ratification of the Appointment of the Independent Registered Public
Accounting Firm
For
3. Advisory Vote to Approve the Company’s Executive Compensation For
4. Approval of an Amendment to the EIX 2007 Performance Incentive Plan For
5. Shareholder Proposal Regarding Shareholder Proxy Access Against

EIX and SCE shareholders may also vote on any other matters properly brought before the meeting.

RECORD DATE
Only shareholders at the close of business on February 29, 2016 are entitled to receive notice of and to vote at the Annual Meeting.

SOLICITATION OF PROXIES
The EIX and SCE Boards of Directors are soliciting proxies from you for use at the Annual Meeting, or at any adjournment or postponement of the meeting. Proxies allow designated individuals to vote on your behalf at the Annual Meeting.

Dated: March 18, 2016
For the Boards of Directors,
Barbara E. Mathews
Vice President, Associate General Counsel,
Chief Governance Officer and Corporate Secretary
Edison International
Southern California Edison Company

ii



Table of Contents

PROXY SUMMARY

The information below is presented to assist shareholders in reviewing the proposals to be voted on at the Annual Meeting. For more complete information about these topics, please review the Company’s complete Proxy Statement and Annual Report.

Our Business, Strategy, and Financial Highlights

EIX’s core business is conducted by its subsidiary SCE, a rate-regulated electric utility that supplies electric energy to an approximately 50,000 square-mile area of southern California. Our mission is to safely provide customers reliable, affordable and clean electricity. Our strategy has three themes:

Operational and service excellence. Safely operate our existing business with a focus on controlling costs and customer rates, and improving service to our customers.
Build the 21st Century power network. Invest in our existing business and manage unprecedented changes in policy and technology.
Expand our growth potential. Systematically explore new growth opportunities by making disciplined investments where industry changes are producing unmet customer need, where we believe we have competitive advantages, and where attractive, scalable opportunities exist for new growth.

This strategy is intended to provide a foundation for long-term sustainable growth and shareholder value.

Significant results for EIX include:

Our 2015 consolidated core earnings of $4.10 per share exceeded our goal of $3.92 per share;
Our one-year (2015) total shareholder return (“TSR”) of -7% was slightly behind the Philadelphia Utility Index TSR of -6%;
Our three-year (2013-2015) TSR of 42% exceeded the Philadelphia Utility Index TSR of 34%;
Our five-year (2011-2015) TSR of 77% exceeded the Philadelphia Utility Index TSR of 59%; and
Our annual dividend rate grew from $1.28 to $1.67 per share from 2011 to 2015, and increased to $1.92 per share in 2016.

Our Director Nominees

Our director nominees reflect the diversity of ethnicity, gender, skills, background and qualifications valued by our Board. The range of tenure on our Board brings a variety of perspectives to strategic, financial and operational deliberations.

  Name     Director
Since
    Industry
Experience
    Ethnicity/
Gender
    Independent     Committee
Memberships
    Other
Public Co.
Boards
    Mandatory
Retirement
Date
 
Jagjeet S. Bindra 2010 Energy Asian/ Yes Audit 2 2020
Male FOSO  
Vanessa C.L. Chang 2007 Accounting/ Asian/ Yes Audit 3 2025
Real Estate Female Compensation
  Theodore F. Craver, Jr. 2007 (EIX) Electric Utilities White/ No None 1 N/A
2008 (SCE) Male  
James T. Morris N/A Insurance White/ Yes None 1 2032  
(New Nominee) Male  
Pedro J. Pizarro 2014   Electric Utilities Hispanic/ No None 0 N/A
(SCE Nominee Only) Male  
Richard T. Schlosberg, III 2002 Communications/   White/   Yes Compensation 0 2017
Publishing Male Governance
Linda G. Stuntz 2014 Law White/ Yes FOSO 1 2027
  Female Governance
William P. Sullivan 2015 Information White/ Yes FOSO 1 2022
Technology/ Male Governance
Biotechnology
Ellen O. Tauscher 2013 Government/ White/ Yes Audit 2 2024
Finance Female FOSO
Peter J. Taylor 2011 Finance African Yes Audit 0 2031
American/ Compensation
Male
Brett White 2007 Commercial White/ Yes Compensation 1 2032
(Lead Director) Real Estate Male Governance

Audit = Audit Committee
Compensation = Compensation and Executive Personnel Committee
FOSO = Finance, Operations and Safety Oversight Committee
Governance = Nominating/Corporate Governance Committee


2016 Proxy Statement

1



Table of Contents

Our Corporate Governance Attributes

   Board Characteristics       Average Age of EIX Director Nominees       62.6   
Average Tenure of EIX Director Nominees (Number of Years) 5.7
Percentage of EIX Director Nominees Who Are Independent   90%
Percentage of EIX Director Nominees Who Are Female 30%
Percentage of EIX Director Nominees From Diverse Ethnic Backgrounds 30%
Board Oversight Strong Independent Lead Director Role
  Independent Directors Meet Regularly Without Management Present
Key Board Committees Composed Solely of Independent Directors
Board Oversight of Key Enterprise Risks, Including Cybersecurity
  Board Oversight of Political Contributions
Annual Board and Committee Evaluations
Executive Compensation Majority of Executive Compensation “At Risk” and Aligned with Shareholder Interests
Incentive Compensation Clawback Policy
Anti-Hedging and Anti-Pledging Policies
Stock Ownership Guidelines for Directors and Executive Officers
Shareholder Rights Annual Election of Directors
Majority Voting for Directors in Uncontested Elections
Threshold for Shareholders to Convene Special Meetings 10%
Shareholder Ability to Act By Written Consent
Annual Advisory Vote on Executive Compensation
Proxy Access for Director Elections
2015 Meetings Number of Board Meetings 9
Number of Independent Director Executive Sessions 6
Percentage of Current Directors Who Attended >75% of Applicable Board and Committee Meetings 100%
Percentage of Current Directors Who Attended the Annual Meeting 100%
Percentage of EIX Shareholder Votes Cast in Favor of Executive Compensation 91%

Our Shareholder Engagement

We seek and value input from our shareholders. In 2015, we engaged with institutional shareholders holding approximately 30% of EIX common stock to discuss their views on the Company’s corporate governance, proxy disclosure, executive compensation, and environmental and social issues. In particular, we sought specific feedback from shareholders regarding proxy access and sustainability disclosure. Management shared the feedback received from these discussions with the Board and relevant Board committees.

Our Adoption of Proxy Access

After considering feedback from shareholders, in December 2015, the EIX Board adopted proxy access for director elections at annual meetings. The EIX Bylaws provide that the Company will include in its Proxy Statement up to two nominees (or nominees for up to 20% of the EIX Board, whichever is greater) submitted by a shareholder or group of up to 20 shareholders owning at least 3% of EIX common stock continuously for at least three years, if the shareholder group and nominee satisfy the requirements in the EIX Bylaws.

Our Executive Compensation Program

See “Compensation Summary.”

Proposed Amendment to the EIX 2007 Performance Incentive Plan

The EIX 2007 Performance Incentive Plan is EIX’s only equity compensation plan under which new awards may be granted. EIX’s equity awards are designed to attract, retain and reward officers and key employees, and to align executives’ interests with the long-term interests of shareholders. The EIX Board approved the following amendments to the plan, subject to approval by EIX shareholders:

Increasing the number of shares that may be issued under the plan by an additional 16,500,000 shares;
Limiting the aggregate value of grants to a non-employee director in a calendar year to $500,000; and
Extending the term of the plan and EIX’s authority to grant certain performance-based awards that are intended to be deductible under Internal Revenue Code Section 162(m).

2

2016 Proxy Statement




Table of Contents

ITEM 1: ELECTION OF DIRECTORS


Ten directors have been nominated for election to the EIX Board and 11 directors have been nominated for election to the SCE Board, each to hold office until the next Annual Meeting. The director nominees of EIX and SCE are the same, except that Mr. Pizarro is a nominee for the SCE Board only.

A biography of each nominee describing his or her age as of this Proxy Statement, current Board committee service, business experience during the past five years and other relevant business experience is presented below. The biography includes the experience, qualifications, attributes, and skills that led the Board to conclude that the nominee should serve as a director. While each nominee’s entire range of experience and skills is important, particular experience that contributes to the diversity and effectiveness of the Board is identified below.

       Jagjeet S. Bindra           
            
  Biographical Information

Mr. Bindra served as president of Chevron Global Manufacturing, responsible for Chevron Corporation’s worldwide refining operations, from 2004 until his retirement in 2009. During his 32-year career at Chevron, Mr. Bindra also served as managing director and chief executive officer of Caltex Australia Limited, president of Chevron Pipeline Co., and senior vice president, pipelines, of Chevron Overseas Petroleum, Inc. He is a director of LyondellBasell Industries N.V. and WorleyParsons Ltd., and previously served as a director of Transocean Ltd. Mr. Bindra is a graduate of the Indian Institute of Technology in Kanpur, India, and holds a Master of Science degree in Chemical Engineering from the University of Washington and an MBA degree from Saint Mary’s College of California.

Specific Qualifications and Experience Relevant to the Company

Mr. Bindra brings to the Board global operations experience in a capital intensive industry in the energy sector, which is particularly relevant to the Company’s capital and infrastructure investment strategy and operational excellence program. He has expertise in energy value chain and asset management, and in safety and operational risk management, which he brings to Board deliberations. This experience is valuable in Mr. Bindra’s role as the Company’s FOSO Committee Chair.

 
Age 68
Director Since 2010

Board Committees
Audit
FOSO (Chair)

Other Public
Company Boards
LyondellBasell Industries
N.V.
WorleyParsons Ltd.
       

       Vanessa C.L. Chang           
            
  Biographical Information

Ms. Chang has been a director of EL & EL Investments, a private real estate investment business, since 1999. She previously served as chief executive officer and president of ResolveItNow.com, an online dispute resolution service, senior vice president of Secured Capital Corporation, a real estate investment bank, and a partner of the accounting firm KPMG Peat Marwick LLP. Ms. Chang is a director of Sykes Enterprises, Incorporated and Transocean Ltd., and a director or trustee of 16 funds advised by the Capital Group and its subsidiaries, of which seven are members of the American Funds family and nine are members of Capital Group’s Private Client Services. She is a graduate of the University of British Columbia and a Certified Public Accountant (inactive).

Specific Qualifications and Experience Relevant to the Company

Ms. Chang brings to the Board experience in accounting and financial reporting and oversight matters. This experience is valuable in her role as the Company’s Audit Committee Chair and a financial expert. Ms. Chang spent most of her career in the Southern California area and brings knowledge of the community served by SCE. She also brings experience as a director of public, private, and non-profit organizations, and securities regulation and corporate governance knowledge.

 
Age 63
Director Since 2007

Board Committees
Audit (Chair)
Compensation

Other Public
Company Boards
American Funds Family
Sykes Enterprises,
Incorporated
Transocean Ltd.
       

2016 Proxy Statement

3



Table of Contents

ITEM 1: ELECTION OF DIRECTORS

    Theodore F. Craver, Jr.        
              
 
Age 64
EIX Director Since 2007
SCE Director Since 2008

Other Public
Company Boards
Health Net, Inc.
Biographical Information

Mr. Craver has been the Chairman of the Board, President, and Chief Executive Officer of EIX since 2008. He served as Chairman of the Board, President and Chief Executive Officer of EME from 2005 to 2008, and, prior to that, Executive Vice President, Chief Financial Officer and Treasurer of EIX. Before joining the Company as Vice President and Treasurer in 1996, Mr. Craver served as executive vice president and corporate treasurer of First Interstate Bancorp and executive vice president and chief financial officer of First Interstate’s wholesale banking subsidiary. He is a director of Health Net, Inc. Mr. Craver is a graduate of the University of Southern California, where he also received his MBA degree.

Specific Qualifications and Experience Relevant to the Company

Mr. Craver brings to the Board in-depth knowledge of the Company’s business, industry and strategy, experienced leadership and a finance background. He has had experience dealing with difficult challenges faced by the Company, including the California energy crisis. He is a leader in the electric utility industry, and served as chairman of the Edison Electric Institute, an association of U.S. shareholder-owned electric companies, and is serving as a director of the Electric Power Research Institute, which provides independent, public-benefit research and development relating to the generation, delivery and use of electricity.

   
         

    James T. Morris        
              
 
Age 56
New Director Nominee

Other Public
Company Boards
Pacific Mutual Fund
Complex

Biographical Information

Mr. Morris is the chairman, president and chief executive officer of Pacific Life Insurance Company, and its parent companies Pacific Mutual Holding Company and Pacific LifeCorp. He has served as chief executive officer since 2007 and chairman since 2008, and served as president from 2007 to 2012 and again beginning in 2016. Mr. Morris has served in a variety of management positions since joining Pacific Life in 1982, including chief operating officer from 2006 to 2007, executive vice president and chief insurance officer, life insurance and annuities and mutual funds divisions, from 2005 to 2006, executive vice president, life insurance division, from 2002 to 2005, and senior vice president, individual insurance, from 1996 to 2002. In addition, he has been chairman of the board and trustee of the Pacific Select Fund and the Pacific Funds Series Trust, members of the same mutual fund complex, since 2007. Mr. Morris previously served as a director of the American Council of Life Insurers, where he served as its chairman from 2012 to 2013. Mr. Morris is a graduate of the University of California at Los Angeles and serves as a member of the Board of Visitors of the UCLA Anderson School of Management.

Specific Qualifications and Experience Relevant to the Company

If elected, Mr. Morris will bring to the Board business and chief executive leadership experience in an industry which, like the electric utility industry, is highly regulated. He will also bring strategic perspective, product development, marketing and financial analysis experience to the Board.

   
         

4

2016 Proxy Statement




Table of Contents

ITEM 1: ELECTION OF DIRECTORS

    Pedro J. Pizarro        
            
 
Age 50
SCE Director Since 2014

Other Public
Company Boards
None
Biographical Information

Mr. Pizarro has been the President of SCE since October 2014. He has held a wide range of executive positions at the EIX companies since joining EIX in 1999. From 2011 through March 2014, Mr. Pizarro served as President of EME, an indirect subsidiary of EIX that filed for bankruptcy in December 2012. Prior to that, he served as Executive Vice President of SCE from 2008 to 2011, responsible for SCE’s transmission and distribution system, procurement unit for conventional and renewable power contracts, and gas-fired and hydroelectric power production facilities. Mr. Pizarro also previously served as Vice President and Senior Vice President of SCE responsible for power procurement, and Vice President of SCE responsible for strategy and business development, among other executive roles. Prior to his work at the EIX companies, he was a senior engagement manager with McKinsey & Company, providing management consulting services to energy, technology, engineering services, and banking clients. Mr. Pizarro is a graduate of Harvard University and earned a Ph.D. in chemistry from the California Institute of Technology.

Specific Qualifications and Experience Relevant to the Company

Mr. Pizarro brings to the SCE Board in-depth knowledge of the Company’s business, experienced leadership, and operations and strategic planning experience and background. His leadership and experience dealing with difficult challenges during the EME bankruptcy adds value to the SCE Board. He also brings experience as a director of various non-profit organizations.

 
       

    Richard T. Schlosberg, III        
            
 
Age 71
Director Since 2002

Board Committees
Compensation
Governance (Chair)

Other Public
Company Boards:
None
Biographical Information

Mr. Schlosberg served as president and chief executive officer of The David and Lucile Packard Foundation, a private family foundation, from 1999 until his retirement in 2004. Prior to joining the foundation, he was publisher and chief executive officer of The Los Angeles Times, and executive vice president and director of The Times Mirror Company, a media communications company. He is a director of the Kaiser Family Foundation and previously served as a director of eBay, Inc. Mr. Schlosberg is a graduate of the United States Air Force Academy, and holds an MBA degree from Harvard Business School.

Specific Qualifications and Experience Relevant to the Company

Mr. Schlosberg brings to the Board business, management and chief executive leadership experience in the communications industry, including in the local markets served by SCE. His experience is particularly relevant to the Company’s operational and service excellence program. He also brings independent leadership, corporate governance and executive compensation experience to the Board as the Company’s Governance Committee Chair and previous Lead Director and Compensation Committee Chair. He brings the perspective and insight of a director who has served on other public and private company boards.

 
       

2016 Proxy Statement

5



Table of Contents

ITEM 1: ELECTION OF DIRECTORS

    Linda G. Stuntz        
            
  Biographical Information

Ms. Stuntz has been a partner of the law firm of Stuntz, Davis & Staffier, P.C. since 1995, and served as a partner of the law firm of Van Ness Feldman LLP from 1993 to 1995. Her practice includes energy and environmental regulation. Ms. Stuntz previously served as Deputy Secretary of, and held senior policy positions in, the U.S. Department of Energy from 1989 to 1993, and served as associate minority counsel and minority counsel to the Energy and Commerce Committee of the U.S. House of Representatives from 1981 to 1987. She is a director of Royal Dutch Shell plc, and previously served as a director of Raytheon Company, Schlumberger, Ltd. and American Electric Power Company. Ms. Stuntz also serves on the Secretary of Energy Advisory Board. She is a graduate of Wittenberg University and received her law degree from Harvard University.

Specific Qualifications and Experience Relevant to the Company

Ms. Stuntz brings to the Board utility and environmental law and public policy experience, which is particularly relevant to the Company’s business. Her experience as a director of other public companies, including in the energy and electric utilities industries, also brings value to the Board.

 
Age 61
Director Since 2014
 
Board Committees
FOSO
Governance

Other Public
Company Boards
Royal Dutch Shell plc
 
 
       

    William P. Sullivan        
            
  Biographical Information

Mr. Sullivan served as chief executive officer of Agilent Technologies, a global provider of scientific instruments, software, services and consumables in life sciences, diagnostics and applied chemical markets, from 2005 to 2015. In addition, he was Agilent’s president from 2005 to 2012 and 2013 to 2014. Prior to that, Mr. Sullivan was executive vice president and chief operating officer of Agilent from 2002 to 2005. He had been senior vice president and general manager of Agilent’s Semiconductor Products Group from 1999 to 2002. Before 1999, Mr. Sullivan served in various management roles, including in manufacturing and product development, at Hewlett-Packard Company. He serves as a director of Maxim Integrated and previously served as a director of Agilent Technologies, Avnet, Inc. and URS Corporation. Mr. Sullivan is a graduate of the University of California, Davis.

Specific Qualifications and Experience Relevant to the Company

Mr. Sullivan brings to the Board experience as president and chief executive officer of a large public company. He also brings significant operational experience, including leadership of successful company transformation. This experience, particularly in the technology sector and in product and business development, is very valuable to the Board in the changing electric industry.

 
Age 66
Director Since 2015
 
Board Committees
FOSO
Governance

Other Public
Company Boards
Maxim Integrated
 
 
 
       

6

2016 Proxy Statement




Table of Contents

ITEM 1: ELECTION OF DIRECTORS

    Ellen O. Tauscher        
            
  Biographical Information

Ms. Tauscher has been a strategic advisor with the law firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC since 2012. Ms. Tauscher served as Under Secretary of State for Arms Control and International Security from 2009 to 2012. Prior to joining the State Department, she served from 1997 to 2009 as a member of the U.S. House of Representatives from California’s 10th Congressional District. While a member of Congress, Ms. Tauscher served on the House Armed Services Committee, the House Transportation and Infrastructure Committee and as Chairman of the House Armed Services Subcommittee on Strategic Forces. Prior to serving in Congress, she worked in investment banking and the financial industry in various roles for Bache Halsey Stuart Shields, Bear Stearns & Co., Drexel Burnham Lambert and as an officer of the American Stock Exchange. Ms. Tauscher is a director of eHealth, Inc. and SeaWorld Entertainment, Inc., and previously served as a director of Invacare Corporation. She also serves on the Secretary of Energy Advisory Board. Ms. Tauscher is a graduate of Seton Hall University.

Specific Qualifications and Experience Relevant to the Company

Ms. Tauscher brings to the Board extensive government affairs and public policy experience, which is particularly relevant to the Company’s business and valuable in assessing the Company’s strategy. She also brings business and financial acumen. Her experience in national security and in the State Department and in Congress is particularly valuable in the oversight of cybersecurity risk and her role as the Board’s liaison to the Company’s cybersecurity oversight group (see page 11).

 
Age 64
Director Since 2013
 
Board Committees
Audit
FOSO

Other Public
Company Boards
eHealth Inc.
SeaWorld Entertainment,
Inc.
 
 
 
       

    Peter J. Taylor        
            
  Biographical Information

Mr. Taylor has been the president of ECMC Foundation, a nonprofit corporation dedicated to educational attainment for low-income students, since May 2014. Prior to that he served as executive vice president and chief financial officer of the University of California from 2009 to 2014 and managing director of public finance at Lehman Brothers and Barclays Capital from 2002 to 2009. Mr. Taylor is a director of the Kaiser Family Foundation and a member of the Board of Trustees of California State University and the J. Paul Getty Trust. Previously, he was chair of the UCLA African American Admissions Task Force and a commissioner on the California Performance Review Commission. Mr. Taylor is a graduate of the University of California Los Angeles and holds a Master’s degree in public policy analysis from Claremont Graduate University.

Specific Qualifications and Experience Relevant to the Company

Mr. Taylor brings to the Board finance and public policy experience, which is particularly relevant to the Company’s infrastructure investment strategy and highly regulated business. He also brings experience in risk management, accounting and financial reporting, which is valuable in his role as a financial expert on the Audit Committee.

 
Age 57
Director Since 2011
 
Board Committees
Audit
Compensation

Other Public
Company Boards
None
 
 
 
       

2016 Proxy Statement

7



Table of Contents

ITEM 1: ELECTION OF DIRECTORS

    Brett White        
            
  Biographical Information

Mr. White has been chairman and chief executive officer of Cushman & Wakefield (formerly DTZ), a commercial real estate services company, since September 2015. He served as executive chairman of DTZ from March 2015 to September 2015. Mr. White previously served as a senior advisor to TPG Capital, a private equity firm, from July 2014 to December 2014 and as a managing partner at Blum Capital, a private equity firm, from January 2013 to December 2013. Prior to that, he served as chief executive officer of CBRE Group, Inc., a commercial real estate services firm, from 2005 to 2012, president of CBRE Group from 2001 to 2010 and, prior to that, as chairman of the Americas of CB Richard Ellis Services, Inc. Mr. White is a director of Realogy Holdings Corporation and a trustee of the University of San Francisco, and previously served as a director of Ares Commercial Real Estate Corporation and CBRE Group, Inc. He is a graduate of the University of California, Santa Barbara.

Specific Qualifications and Experience Relevant to the Company

Mr. White brings to the Board the experience, strategic perspective, critical judgment and analytical skills of a chief executive officer of a global company. His real estate services industry experience is particularly relevant to the Company’s infrastructure investment strategy. He also brings the perspective of a business headquartered and doing business in the local markets served by SCE developed from his years of service at CBRE Group. This experience is valuable in Mr. White’s role as the Company’s Lead Director and Compensation Committee Chair.

 
Age 56
Director Since 2007
 
Lead Director
Board Committees
Compensation (Chair)
Governance

Other Public
Company Boards
Realogy Holdings
Corporation
 
 
 
       

The Board recommends you vote “FOR” the EIX and SCE director nominees, as applicable.

8

2016 Proxy Statement




Table of Contents

ITEM 1: ELECTION OF DIRECTORS

Our Corporate Governance

How are potential director nominees identified and selected by the Board to become nominees?

The Governance Committee, comprised solely of independent directors under New York Stock Exchange LLC (“NYSE”) rules and our Corporate Governance Guidelines, recommends director candidates to the Board.

The Committee will consider candidates recommended by shareholders if they are submitted in writing to the Corporate Secretary and include all of the information required by Article II, Section 4 of our Bylaws plus a written description with any supporting materials of:

Any direct or indirect business relationships or transactions within the last three years between EIX and its subsidiaries and senior management, on the one hand, and the candidate and his or her affiliates and immediate family members, on the other hand; and
 
The qualifications, qualities, and skills of the candidate that the shareholder deems appropriate to submit to the Committee to assist in its consideration of the candidate.

The Committee also considers candidates recommended by our directors, senior management, and director search firms retained by the Committee. Mr. Morris, who is a first-time director nominee, was recommended by the Committee’s director search firm. The search firm supports the process of identifying director candidates, coordinating the interview process and conducting reference checks. There are no differences in the manner in which the Committee evaluates a candidate based on the source of the recommendation.

If, based on an evaluation of the candidate’s qualifications, qualities and skills, the Committee determines to continue its consideration of a candidate, Committee members and other directors as determined by the Committee interview the candidate. The Committee conducts any further research on the candidate it deems appropriate. The Committee then determines whether to recommend that the candidate be nominated as a director. The Board considers the recommendation and determines whether to nominate the candidate for election.

What information does the Governance Committee consider when recommending a director nominee?

For the Committee to recommend a director nominee, the candidate must at a minimum possess the qualifications, qualities and skills in our Corporate Governance Guidelines, including:

A reputation for integrity, honesty and adherence to high ethical standards;
Experience in a generally recognized position of leadership; and
The demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to the current and long-term objectives of the Company.

The Committee also considers other factors and information, including the Board’s current need for additional members, the candidate’s potential for increasing the Board’s range of experience, skills and diversity, the candidate’s independence, and skills and experience relevant to our business strategy.

In nominating candidates for re-election to the Board, the Committee also considers the nature and time invested in a director’s service on other boards, the director’s Board, Board committee and annual meeting attendance, and the vote received at the prior annual meeting.

How does the Governance Committee consider diversity in identifying director candidates?

Our Corporate Governance Guidelines state the Board’s policy that the value of diversity on the Board should be considered. The Committee considers ethnic and gender diversity, and diversity of skills, backgrounds and qualifications represented on the Board, in recommending nominees for election. The Committee has instructed its director search firm to identify candidates reflecting ethnic and gender diversity.

The Committee evaluates its effectiveness in achieving diversity on the Board through its annual review of Board composition, which identifies ethnicity, gender and industry experience prior to recommending nominees for election.

How does the Board determine which directors are independent?

Our Corporate Governance Guidelines require that the Board be comprised of at least a majority of independent directors and that the Audit, Compensation, and Governance Committees be comprised entirely of independent directors. The Company uses the NYSE listing standards to determine independence.

Directors serving on the Audit and the Compensation Committees must meet additional independence criteria prescribed by the NYSE listing standards and the charters of those Committees. Director Chang serves on the audit committees of the American Funds family and Transocean Ltd., and may serve on the audit committee of Sykes Enterprises, Incorporated. The Board has determined Ms. Chang’s simultaneous service on the audit committees of three other public companies would not impair her ability to effectively serve on our Audit Committee.

The Board has determined that the relationships described in Section B of Exhibit A-1 to our Corporate Governance Guidelines, which are on our website at www.edison.com/corpgov, are not material for purposes of determining directors’ independence to serve on the Board. The Board does not consider these relationships in making independence determinations to serve on the Board.

For relationships not prohibited by NYSE rules and not covered under the categories of immaterial relationships in our Guidelines, the determination of whether a relationship is material or not, and therefore whether a director is independent to serve on the Board or not, is made in good faith by the directors. The director whose relationship is under consideration abstains from the vote regarding his or her independence.

2016 Proxy Statement

9



Table of Contents

ITEM 1: ELECTION OF DIRECTORS

Which directors has the Board determined are independent to serve on the Board?

The Board has determined that all directors and director nominees other than Messrs. Craver and Pizarro are independent to serve on the Board. The Board previously determined that Messrs. Freeman, Nogales and Sutton, who retired from the Board on April 23, 2015, were independent.

The Board reviews the independence of our directors to serve on the Board or an independent Board committee at least annually, and periodically as needed. On a monthly basis, the Company also monitors director relationships and transactions that might disqualify them as independent. In February 2016, prior to recommending director nominees for election, the Board confirmed that the independent directors had no relationships or transactions that disqualified them as independent to serve on the Board.

Who is the Lead Director and what are the Lead Director’s duties and responsibilities?

The Lead Director is designated annually by the independent directors, must be independent, and is expected to devote a greater amount of time to Board service than the other directors. The current Lead Director is Mr. White, who has served in that role since April 2014.

The Lead Director’s duties and responsibilities are described in our Corporate Governance Guidelines and include:

In consultation with the non-employee directors, approve agendas and schedules for Board meetings, and approve the flow of information to the Board;

Preside at all meetings at which the Chairman is not present, including executive sessions of the independent directors, and apprise the Chairman of the issues considered;

Be available to serve as a liaison between the Chairman and the independent directors;
Be available for consultation and direct communication with the Company’s shareholders and other interested parties;
Call meetings of the independent directors when necessary and appropriate; and
Perform other duties delegated by the independent directors.

The Lead Director’s term is one year, consistent with annual elections of directors; however, our Lead Directors have served for at least two years since 2008.

Why does the Board believe its Board leadership structure is appropriate?

The EIX Board believes having Mr. Craver serve in the combined role of Chairman and CEO, with an independent Lead Director having the duties described above, provides an appropriate balance between effective leadership of the Company and independent oversight of management. The EIX Board has the following corporate governance practices that provide for strong independent leadership on the Board and effective oversight of management and CEO performance:

A strong independent Lead Director role;
A Board with all independent directors, except for Mr. Craver, and no former employees of the Company;
Key Board committees comprised entirely of independent directors;
Regular meetings in executive session with only the independent directors (six meetings in 2015);
A Compensation Committee that annually evaluates CEO performance in achieving company goals and objectives relevant to his compensation, determines his compensation based on its evaluation, and reports to the Board, all in executive session without the CEO present;
Annual Board discussion of CEO performance in executive session without the CEO present; and
Performance feedback annually provided to the CEO by the Lead Director.

The EIX Board also believes having Mr. Craver serve in the combined role of EIX Chairman and CEO is in the best interests of our shareholders because:

He is most familiar with our business and industry and capable of identifying strategic priorities and leading the Board’s review of strategy;
His day-to-day presence at the Company and interaction with management make him most capable of identifying and prioritizing issues and risks for the Board’s attention;
The combined role conveys the Board’s confidence in his leadership to shareholders and other stakeholders; and
The combined role provides clear accountability for effective leadership and results.

The EIX Board continues to monitor trends and could reach a different conclusion on the appropriate Board leadership structure under different circumstances.

The SCE Bylaws provide that the President of SCE has the duties of the Chairman. The Lead Director of EIX also serves as Lead Director of SCE. All directors of SCE are independent, except for Messrs. Craver and Pizarro, and the key Board committees are composed entirely of independent directors. The SCE Board has determined that the current leadership structure is appropriate for SCE as a subsidiary of EIX.

What is the Board’s role in CEO succession planning?

The Board believes CEO succession planning is one of its most important responsibilities. Our Corporate Governance Guidelines provide that the Board will annually review and evaluate succession planning and management development for the Company’s senior officers, including the CEO.

10

2016 Proxy Statement




Table of Contents

ITEM 1: ELECTION OF DIRECTORS

At least annually, the Board meets in executive session with the EIX CEO to discuss talent and succession planning. The discussion includes CEO succession in the ordinary course, CEO succession if an emergency occurs, and succession for other key senior management positions. The frequency of the Board’s CEO succession planning discussions depends in part on the period until the CEO’s expected retirement.

In the succession planning process, internal CEO succession candidates are identified and evaluated based on criteria considered predictive of success at the CEO level, considering the Company’s business strategy. The Board uses a common talent assessment format for each individual. The assessment includes a development plan for each individual.

Our Corporate Governance Guidelines provide that the Board will have opportunities to become acquainted with the senior officers of the Company and others who may have the potential to handle significant management positions. This is carried out through opportunities for officers to make presentations to the Board and Board committees, director education sessions, other business interactions, and social events intended for this purpose.

What is the Board’s role in risk oversight?

Our Corporate Governance Guidelines provide that one of the Board’s primary functions is to review the Company’s enterprise risk management process and monitor strategic and emerging risks. The Board annually reviews key enterprise risks identified by management, such as financial, reputational, safety, physical and cyber security, and compliance risks, and monitors key risks through reports and discussions regarding key risk areas at Board meetings. The Board also focuses on specific strategic and emerging risks in periodic strategy reviews. The Board annually reviews corporate goals and approves capital budgets.

Board committees have responsibility for risk oversight in specific areas as follows:

The Audit Committee is responsible for oversight of (i) risk assessment and risk management policies, (ii) major financial risk exposures, and (iii) the steps management has taken to monitor and control these exposures. The Committee reviews the Company’s risk management processes and key enterprise risks, reviews the EIX risk management committee charter, receives regular reports on litigation, internal audits and compliance, receives “deep dive” reports on specific risk topics at meetings, and receives semi-annual reports of the Company’s political contributions. The Committee also annually reviews and approves the internal audit plan. The EIX Vice President for Risk Management regularly attends Committee meetings and reports on risk issues.

The Compensation Committee assesses and monitors risks in the Company’s compensation program. The Committee’s risk assessment process and factors considered in assessing risk are discussed under “How We Make Compensation Decisions - Risk Considerations” in the Compensation Discussion and Analysis below.

The FOSO Committee is responsible for oversight of risks in the Company’s capital investment activities and operations. The Committee regularly monitors the level of capital spending relative to approved capital budgets and must approve significant capital spending variances and projects not included in approved capital budgets. The Committee also monitors safety and operational performance metrics, significant developments related to safety, physical and cyber security, reliability and affordability, and the availability of resources in these areas. The Committee receives “deep dive” reports on key topics related to its responsibilities.

The Governance Committee advises the Board regarding Board size and composition, Board committee composition and responsibilities, Lead Director selection and corporate governance practices that help position the Board to effectively carry out its risk oversight responsibility.

The Board believes its leadership structure supports the Board’s risk oversight function. Independent directors chair the Board committees responsible for risk oversight, the Company has an independent Lead Director who facilitates communication between management and directors, and all directors are involved in the review of key enterprise risks.

What is the Board’s role in cybersecurity oversight?

The Company has identified cybersecurity as a key enterprise risk. Cyber risks are included in the key risk reports to the Board and Audit Committee discussed above. In addition, the Board has assigned primary responsibility for cybersecurity oversight to the FOSO Committee, which receives cybersecurity updates with each meeting that focus on the Company’s most critical assets, cybersecurity drills, exercises, mitigation of cyber risks, and assessments by third-party experts. In 2015, the Board also received a cybersecurity and business resiliency report with a similar focus on reducing the Company’s risks.

The Company has established a cybersecurity oversight group comprised of a multidisciplinary senior management team to provide governance and strategic direction for the identification, protection and detection of cybersecurity risks to the Company. Director Tauscher serves as the Board liaison to the oversight group and regularly attends meetings. Other Board members attend at least one meeting annually.

What is the Board’s role in oversight of environmental and social issues?

Environmental and social policies have a significant impact on the Company’s business and strategy. As a result, the Board is regularly engaged in oversight of environmental and social issues related to the Company’s operations, including:

Environmental legislation and regulation related to renewable energy, distributed generation, energy efficiency and climate change;

Strategic decisions and opportunities related to public policy focus on sustainability;

Employee and supplier diversity; and
Employee, contractor and public safety. 

2016 Proxy Statement

11



Table of Contents

ITEM 1: ELECTION OF DIRECTORS

The Board oversees environmental and social issues that impact the Company’s business, regulatory requirements, and reputation. Risks associated with environmental and social issues are identified in key risk reports to the Board and Audit Committee. The Audit Committee also oversees the Company’s political and charitable contributions.

Do the Board and Board committees evaluate their performance?

The Board and Board committees complete an annual self-evaluation questionnaire and discuss the results of their evaluation in executive session during the applicable Board or committee meeting. Directors have the opportunity to provide feedback on the performance of other directors during this process. The Governance Committee oversees the annual evaluation of the Board and Board committees.

How many times did the Board meet in 2015?

The Board met nine times in 2015. Each current director attended 75% or more of all Board and Board committee meetings he or she was eligible to attend. The Board held six executive sessions of the independent directors.

Does the Company have a policy on attendance of Director nominees at Annual Meetings?

Director nominees are expected to attend Annual Meetings while retiring directors are not. All of the current EIX and SCE directors attended the 2015 Annual Meeting.

Are directors required to hold EIX Common Stock?

Within five years from their initial election to the Board, directors must own an aggregate number of shares of EIX Common Stock or derivative securities convertible into EIX Common Stock, excluding stock options, having a value equivalent to five times the annual Board retainer. All deferred stock units held by a director count toward this ownership requirement.

All directors comply with this stock ownership requirement.

Has EIX adopted proxy access for director elections?

In December 2015, the EIX Board adopted proxy access for director elections at annual meetings. The EIX Bylaws provide that the Company will include in its Proxy Statement up to two nominees (or nominees for up to 20% of the EIX Board, whichever is greater) submitted by a shareholder or group of up to 20 shareholders owning at least 3% of EIX common stock continuously for at least three years, if the shareholder group and nominee satisfy the requirements in Article II, Section 13 of the EIX Bylaws, which are available at www.edison.com/corpgov. The EIX Board made this decision after careful consideration of feedback received from our engagement with shareholders regarding proxy access.

Does EIX have a policy on shareholder rights plans?

The EIX Board has a policy to seek prior shareholder approval of the adoption of any shareholder rights plan unless, due to time constraints or other reasons consistent with the EIX Board’s fiduciary duties, a committee consisting solely of independent directors determines that it would be in the best interests of EIX shareholders to adopt the plan prior to shareholder approval. Any rights plan adopted by the EIX Board without prior shareholder approval will automatically terminate one year after adoption of the plan unless the plan is approved by EIX shareholders prior to such termination.

Is SCE subject to the same corporate governance stock exchange rules as EIX?

EIX is subject to NYSE rules and SCE is subject to NYSE MKT LLC rules, which exempt SCE from designated corporate governance rules for Board and Board committee composition, including director independence, the director nominations process, and the process to determine executive compensation. SCE is exempt from these rules because (i) it is a “controlled company” with over 50% of the voting power held by its parent company, EIX, and (ii) it has listed only preferred stock on the exchange. However, SCE closely follows the EIX corporate governance practices required under the NYSE rules.

How may I communicate with the Board?

Shareholders and other interested parties may communicate with the Board or individual directors by following the procedures on our website at www.edison.com/corpgov.

Where can I find the Company’s corporate governance documents?

The EIX Bylaws, Corporate Governance Guidelines, and Board committee charters, the Ethics and Compliance Code for Directors applicable to all directors of EIX and SCE, and the Employee Code of Conduct applicable to all EIX and SCE officers and employees, are on our website at www.edison.com/corpgov.

The SCE Bylaws, Corporate Governance Guidelines and Board committee charters are on our website at www.sce.com/corpgov.

12

2016 Proxy Statement




Table of Contents

ITEM 1: ELECTION OF DIRECTORS

Certain Relationships and Related Transactions

It is the Company’s policy that the Governance Committee review at least annually, and periodically as needed, any transaction in the prior calendar year or any proposed transaction between the EIX companies and a related person in which the amount involved exceeds $120,000 and the related person has a material interest. A related person is a director, a director nominee, an executive officer, or a greater than 5% beneficial owner of any class of voting securities of EIX or SCE, and their immediate family members. This policy is stated in writing in the Committee’s charter.

The Committee’s regular procedure is to obtain from management annually, and periodically as needed, a list of the transactions with related persons described above, and to review these transactions at a meeting held before recommending director nominations to the Board. The list is based on information from questionnaires completed by our directors, director nominees, and executive officers, together with information obtained from our accounts payable and receivable records, and is reviewed by legal counsel. The Committee’s procedure is evidenced in the minutes and records for the Committee meeting at which the review occurred.

Director Linda Stuntz is an equity partner at the law firm of Stuntz, Davis & Staffier, P.C., which paid the Company approximately $210,448 in 2015 to sublease office space in Washington, D.C.

Board Committees

The current membership and key responsibilities of our Audit, Compensation, Governance, and FOSO Committees are below. The duties and powers of each Committee are further described in its charter. The Board occasionally creates special Board committees to focus on certain topics.

    AUDIT COMMITTEE       
       
 


Committee Members:    

Vanessa C.L. Chang
    (Chair; Financial Expert)
Jagjeet S. Bindra
Ellen O. Tauscher
Peter J. Taylor
    (Financial Expert)

Meetings in 2015: 6


Key Responsibilities:
Appoint, compensate and oversee the independent registered public accounting firm (the “Independent Auditor”), including:
- the qualifications, performance and independence of the Independent Auditor;
- the scope and plans for the annual audit; and
- the scope and extent of all audit and non-audit services to be performed by the Independent Auditor.
Review the Company’s financial statements and financial reporting processes, including internal controls over financing reporting.
Oversee the Company’s internal audit function, including the General Auditor’s performance, the internal audit plan, budget, resources and staffing.
Oversee the Company’s ethics and compliance program, including the Chief Ethics and Compliance Officer’s performance, Helpline calls and investigations, and the employee code of conduct.
Discuss the Company’s policies and guidelines with respect to major financial and key enterprise risk exposures, risk assessment and management, and the steps taken to monitor and control these risks.
Establish and maintain procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters.
Review the Company’s political contribution policies and expenditures and approve contributions that exceed $1 million.
 
       

2016 Proxy Statement

13



Table of Contents

ITEM 1: ELECTION OF DIRECTORS

    COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEE      
       
 


Committee Members:    

Brett White (Chair)
Vanessa C.L. Chang
Richard T. Schlosberg, III
Peter J. Taylor

Meetings in 2015: 5


Key Responsibilities:
Review the performance and set the compensation of designated elected officers, including the executive officers.
Review director compensation for consideration and action by the Board.
Approve the design of executive compensation programs, plans and arrangements.
Approve stock ownership guidelines for officers and recommend guideline changes for directors.
Review and assess whether any risks arising from compensation policies and practices are reasonably likely to have a material adverse effect on the Company.
 
       

    NOMINATING/CORPORATE GOVERNANCE COMMITTEE      
       
 


Committee Members:    

Richard T. Schlosberg, III
    (Chair)
Linda G. Stuntz
William P. Sullivan
Brett White

Meetings in 2015: 5


Key Responsibilities:
Periodically review Board size and composition and identify and recommend director candidates.
Make recommendations to the Board regarding Board committee, committee chair and Lead Director assignments.
Review related party transactions.
Periodically review and recommend updates to the Corporate Governance Guidelines and Board committee charters.
Advise the Board with respect to corporate governance matters.
Oversee the annual evaluation of the Board and Board committees.
Review the orientation program for new directors and continuing education activities for all directors.
 
       

    FINANCE, OPERATIONS AND SAFETY OVERSIGHT COMMITTEE      
       
 


Committee Members:    

Jagjeet S. Bindra (Chair)
Linda G. Stuntz
William P. Sullivan
Ellen O. Tauscher

Meetings in 2015: 4


Key Responsibilities:
Review and monitor capital spending compared to the annual budget approved by the Board, and receive post-completion reports from management on all major capital projects.
Monitor operational and service excellence performance metrics.
Monitor significant developments relating to safety, reliability and affordability, specifically including cybersecurity, business resiliency and emergency response, and the availability of appropriate resources to achieve objectives in these areas.
Other EIX Committee Key Responsibilities:
Approve capital investments in Edison Energy Group and its subsidiaries in excess of certain thresholds.
Review and monitor capital commitments and certain transactions by Edison Energy Group and its subsidiaries.
 
       

14

2016 Proxy Statement




Table of Contents

ITEM 1: ELECTION OF DIRECTORS

Director Compensation

The following table presents information regarding the compensation paid for 2015 to our non-employee directors. The compensation paid to any director who is also an employee is presented in the EIX and SCE Summary Compensation Tables and the related explanatory tables.

Director Compensation Table – Fiscal Year 2015

  Name Fees
Earned or
Paid in Cash
($)
Stock
Awards(1)(2)
($)
Option
Awards(3)
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value and
Non-Qualified
Deferred
Compensation
Earnings(4)
($)
All Other
Compensation(5)
($)
Total
($)
   (a)        (b)        (c)        (d)        (e)        (f)        (g)        (h)   
Jagjeet S. Bindra $128,250 $125,050 $10,000 $263,300
Vanessa C.L. Chang $145,500 $125,050 $19,912 $10,000 $300,463
Bradford M. Freeman(6) $57,500 $33,879 $91,379
Luis G. Nogales(6) $36,500 $4,078 $40,578
Richard T. Schlosberg, III $132,750 $125,050 $38,071 $10,000 $305,871
Linda G. Stuntz $115,500 $125,050 $1,291 $5,000 $246,842
William P. Sullivan $83,250 $125,050 $10,000 $218,300
Thomas C. Sutton(6) $48,500 $22,929 $71,429
Ellen O. Tauscher $129,625 $125,050 $1,010 $255,685
Peter J. Taylor $125,500 $125,050 $10,000 $260,550
Brett White $155,500 $125,050 $18,057 $10,000 $308,607
(1) The amounts reported for stock awards reflect the aggregate grant date fair value of those awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate the amounts reported, see Note 8 (Compensation and Benefit Plans) to EIX’s Consolidated Financial Statements, included as part of EIX’s 2015 Annual Report. 
(2) Each non-employee director, other than Messrs. Freeman, Nogales and Sutton, was granted a total of 2,069 shares of EIX Common Stock or fully-vested deferred stock units on April 23, 2015, and each share or unit had a value of $60.44 on the grant date. Messrs. Freeman, Nogales and Sutton were not eligible for a grant because of their retirement from the Board. None of the non-employee directors had unvested deferred stock units as of December 31, 2015. 
(3) We did not grant stock options to our non-employee directors in 2015. The number of outstanding EIX stock options from grants in prior years held by each non-employee director as of December 31, 2015 was as follows: Mr. Schlosberg 10,000; Ms. Chang and Mr. White 7,500 each; and Mses. Stuntz and Tauscher and Messrs. Bindra, Sullivan and Taylor 0 each. Messrs. Freeman, Nogales and Sutton respectively held 10,000, 7,500, and 0 outstanding EIX stock options as of December 31, 2015. 
(4) Amounts reported consist of interest on deferred compensation account balances considered under SEC rules to be at above-market rates. Only Mr. Nogales participated in the Retirement Plan for Directors, and his pension value decreased by $32,456 in 2015 due to the commencement of his pension distributions. This reduction in pension value is not reflected in the table above. 
(5) EIX has a matching gift program that provides assistance to qualified public and private schools by matching dollar-for-dollar gifts of at least $25 up to a prescribed maximum amount per calendar year for the Company’s employees and EIX and SCE directors. The amounts in this column reflect matching gifts made by EIX pursuant to this program. EIX matches aggregate director contributions of up to $10,000 per calendar year to qualified schools. Under the Director Matching Gift Program, matching amounts for non-cash gifts are determined based on the value of the gift on the date given by the director. For purposes of determining the date on which an eligible (publicly-traded) stock gift is given, the date is based on the date stock ownership transfers to the qualified school. 
(6) Messrs. Freeman, Nogales and Sutton retired from the Board on April 23, 2015.

2016 Proxy Statement

15



Table of Contents

ITEM 1: ELECTION OF DIRECTORS

Annual Retainer and Meeting Fees

Compensation for non-employee directors during 2015 included an annual retainer, fees for attending certain meetings, and an annual equity award. Directors were offered the opportunity to receive all of their compensation on a deferred basis under the EIX Director Deferred Compensation Plan.

The Board changed the cash compensation for non-employee directors effective July 1, 2015, in accordance with the recommendation of the Compensation Committee and the advice of Pay Governance LLC (“Pay Governance”), the independent compensation consultant for the Compensation Committee. The Board eliminated fees for attending shareholder, Board and Board committee meetings, increased the annual Board retainer from $65,000 (or $16,250 per quarter) to $110,000 (or $27,500 per quarter), and increased the retainers paid to the Chairs of the FOSO and Governance Committees by $2,500 (or $625 per quarter). Pay Governance advised the Compensation Committee that most S&P 500 companies do not pay directors meeting fees for attending shareholder, Board or Board committee meetings, and that the increase in the annual Board retainer approximately equaled the annual value of the eliminated meeting fees. The Board retained the $2,000 fee for attending any other business meeting on behalf of the Company as a director, if attended at the request or invitation of the Chairman.

The following table sets forth the cash retainers and meeting fees paid to directors in 2015 (directors only received one meeting fee for any concurrent meetings attended by the director):

   Type of Fee Jan. to
June 2015
       July to
Dec. 2015
  
Board Retainer Per Quarter $16,250 $27,500
Additional Board Retainer Per Quarter to:  
Audit Committee Chair $5,000 $5,000  
Compensation Committee Chair $3,750 $3,750
Other Committee Chairs $2,500 $3,125
Lead Director $6,250 $6,250
Fee Per Meeting:  
Shareholder/Board/Committee $2,000 N/A
Other Business Meeting $2,000 $2,000

All directors are also reimbursed for out-of-pocket expenses for serving as directors and are eligible to participate in the Director Matching Gift Program described in footnote (5) to the Director Compensation Table above.

Annual Equity Awards

Upon re-election or initial election to the Board in April 2015, non-employee directors were granted an annual equity award of EIX Common Stock (or deferred stock units, as explained below) with an aggregate grant date value of $125,000. Non-employee directors who are re-elected to the Board in April 2016 will be granted an equity award of EIX Common Stock (or deferred stock units) with an aggregate grant date value of $135,000. If a director is initially elected at or after the 2016 Annual Meeting, he or she will be granted an award of EIX deferred stock units with an aggregate grant date value of $135,000 on the date of election.

The number of shares or units granted is determined by dividing the value of the equity award ($125,000 or $135,000, as described above) by the closing price of EIX Common Stock on the date of election or re-election and rounding up to the next whole share. Each award is fully vested when granted.

Directors have the opportunity to elect in advance to receive their re-election award entirely in EIX Common Stock, entirely in deferred stock units, or in any combination of the two. A deferred stock unit is a contractual right to receive one share of EIX Common Stock. Deferred stock units are credited to the director’s account under the EIX Director Deferred Compensation Plan described below. Deferred stock units cannot be voted or sold. They accrue dividend equivalents on the ex-dividend date, if and when dividends are declared on EIX Common Stock. The accrued dividend equivalents are converted to additional deferred stock units.

Each director’s equity award in 2015 was granted under the EIX 2007 Performance Incentive Plan. Directors serving on both Company Boards receive only one award per year.

EIX Director Deferred Compensation Plan

The EIX Director Deferred Compensation Plan is separated into two plan documents. The grandfathered plan document applies to deferrals earned prior to January 1, 2005, while the 2008 plan document applies to deferrals earned on or after January 1, 2005.

Non-employee directors are eligible to defer up to 100% of their retainers and meeting fees. Any portion of a director’s annual equity award that he or she elects to receive as deferred stock units is automatically deferred. Amounts deferred (other than deferred stock units) accrue interest until paid to the director at a rate equal to the average monthly Moody’s Corporate Bond Yield for Baa Public Utility Bonds over a 60-month period ending September 1 of the prior year.

Payment of Grandfathered Plan Benefits
Amounts deferred under the grandfathered plan document (other than deferred stock units) may be deferred until a specified date, retirement, death or discontinuance of service as a director. At the director’s election, any such compensation deferred until retirement or death may be paid as a lump sum, in monthly installments over 60, 120, or 180 months, or in a combination of a partial lump sum and installments. Any such deferred compensation is paid as a single lump sum or in three annual installments upon any other discontinuance of service as a director. Directors may elect at the time of deferral to receive payment on a fixed date. Deferred amounts may also be paid in connection with a change in control of EIX or SCE in certain circumstances.

Deferred stock units may be deferred until retirement, death or discontinuance of service as a director, and when payable will be distributed in EIX Common Stock. Payment will be made in a lump sum upon the director’s retirement, unless a request to receive distribution in annual installments over 5, 10, or 15 years was previously approved. Discontinuance of service as a director prior to retirement will result in a lump sum payout of deferred stock units. Upon the director’s death, any remaining deferred stock unit balance will be paid to the director’s beneficiary in a lump sum.

16

2016 Proxy Statement




Table of Contents

ITEM 1: ELECTION OF DIRECTORS

Deferred stock units may also be paid in connection with a change in control of EIX or SCE in certain circumstances.

Payment of 2008 Plan Benefits
Any amounts deferred under the 2008 plan document (including deferred stock units) may be deferred until a specified date no later than the date the director turns age 75, retirement, death, disability or other separation from service. Directors have sub-accounts for each annual deferral for which the following forms of payment may be elected:

Single lump-sum;
Two to fifteen annual installments;
Monthly installments for 60 to 180 months; or
Any combination of the above.

Payments triggered by retirement, death, disability or other separation from service may begin upon the applicable triggering event or a specified number of months and/or years following the applicable triggering event. However, payments may not begin later than the director’s 75th birthday unless the director is still on the Board. Payments are subject to certain administrative earliest payment date rules, and may be delayed or accelerated under the 2008 plan document if permitted or required under Section 409A of the Internal Revenue Code.

If a director who was eligible to participate in the plan by December 31, 2008 dies within ten years of his or her initial eligibility to participate in the plan, the director’s remaining deferred compensation account balance will be doubled and paid to his or her beneficiary. However, deferred stock units and any amounts attributable to dividend equivalents previously associated with stock options will not be doubled. All amounts payable are treated as obligations of EIX.

Retirement Plan for Directors

Mr. Nogales participates in the Retirement Plan for Directors. He commenced receiving his benefit under the plan following his April 2015 retirement from the Board. The benefit is based on the annual retainer and regular Board meeting fees in effect at his retirement, and is being paid in twenty quarterly payments of $18,050. No new director after 1997 may participate in the plan.

Determination of Director Compensation

The Board makes all decisions regarding director compensation. These decisions are typically made after receiving recommendations from the Compensation Committee. The Compensation Committee typically makes its recommendations after receiving input from its independent compensation consultant and management. Frederic W. Cook & Co., Inc. (“F.W. Cook”) was the Compensation Committee’s consultant prior to March 2015 and Pay Governance has been the Compensation Committee’s consultant since March 2015. The consultants helped the Compensation Committee identify industry trends and norms for director compensation, reviewed and identified peer group companies, and evaluated director compensation data for these companies. The changes made to director cash compensation effective July 1, 2015 and the change to equity compensation effective as of the 2016 Annual Meeting were based on analysis and recommendations provided by Pay Governance. Management’s input focuses on legal, compliance, and administrative issues.

2016 Proxy Statement

17



Table of Contents

ITEM 1: ELECTION OF DIRECTORS

Our Stock Ownership

Directors, Director Nominees and Executive Officers

The following table shows the number of shares of EIX Common Stock beneficially owned as of February 29, 2016, except as otherwise indicated, by each of our directors, director nominees, individuals named in the EIX and SCE Summary Compensation Tables (“NEOs”), and our directors and executive officers as a group. None of the persons in the table beneficially owns any other equity securities of the Company or its subsidiaries. The table includes shares that the individual has a right to acquire through April 29, 2016.

Name of Beneficial Owner        Category        Deferred Stock
Units
(1)
       Stock
Options
       Common Stock
Shares(2)
       Total Shares
Beneficially
Owned(3)
       Percent of
Class(4)
   Jagjeet S. Bindra Director/Nominee 3,485 11,106 14,591 *   
  Vanessa C.L. Chang Director/Nominee 4,883 7,500 113 12,496 *
Theodore F. Craver, Jr. Director/Nominee
EIX NEO
3,012,408 287,168 3,299,576 1.01%
James T. Morris Nominee *
Pedro J. Pizarro SCE Director/Nominee
EIX/SCE NEO
60,842 33,921 94,763 *
Richard T. Schlosberg, III Director/Nominee 36,967 10,000 5,000 51,967 *
Linda G. Stuntz Director/Nominee 424 1,000 1,424 *
William P. Sullivan Director/Nominee 2,069 2,069 *
Ellen O. Tauscher Director/Nominee 3,714 1,014 4,728 *
Peter J. Taylor Director/Nominee *
Brett White Director/Nominee 24,400 7,500 31,900 *
W. James Scilacci EIX NEO 551,488 59,475 610,963 *
Ronald L. Litzinger EIX NEO 625,549 63,189 688,783 *
Adam S. Umanoff EIX NEO 20,893 20,893 *
Maria Rigatti SCE NEO 14,819 13,532 28,351 *
Peter T. Dietrich SCE NEO 75,114 16,171 91,285 *
Russell C. Swartz SCE NEO 164,957 22,635 187,592 *
Stuart R. Hemphill SCE NEO 51,782 17,221 69,003 *
EIX Directors and Executive Officers
as a Group (17 individuals)
73,873 4,383,699 476,315 4,933,887 1.51%
SCE Directors and Executive Officers
as a Group (18 individuals)
73,873 3,513,424 425,445 4,012,742 1.23%
(1) The reported number consists only of deferred stock units that could be settled in shares of EIX Common Stock within 60 days at the director’s discretion (for example, by retirement). However, all deferred stock units held by a director count toward the stock ownership requirement for directors. In addition to the deferred stock units reported in this table, Mr. Taylor holds 12,072 fully-vested deferred stock units, and Mses. Chang, Stuntz and Tauscher hold 19,531, 3,816, and 1,062 fully-vested deferred stock units, respectively. These additional deferred stock units will also be settled in shares of EIX Common Stock, but in accordance with SEC rules are not included in the table because they cannot be settled in shares of EIX Common Stock within 60 days at the   director’s discretion. 
(2) Except as follows, each individual has sole voting and investment power: 
Shared voting and sole investment power: Mr. Scilacci 36,427; Ms. Rigatti 5,533; Mr. Hemphill 9,721; all EIX directors and executive officers as a group 40,347; and all SCE directors and executive officers as a group 19,174. 
Shared voting and shared investment power: Mr. Bindra 9,037; Ms. Chang 113; Mr. Craver 252,648; Mr. Scilacci 634; Mr. Litzinger 56,817; all EIX directors and executive officers as a group 320,668; and all SCE directors and executive officers as a group 263,217. 
(3) Includes shares listed in the three columns to the left. 
(4) Except for Mr. Craver, each individual beneficially owns less than 1% of the shares of EIX Common Stock.

18

2016 Proxy Statement




Table of Contents

ITEM 1: ELECTION OF DIRECTORS

Certain Shareholders

The following are the only shareholders known to beneficially own more than 5% of any class of EIX or SCE voting securities as of December 31, 2015, except as otherwise indicated:

Title of Class of Stock Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
of Class
  EIX Common Stock        State Street Corporation        25,205,062(1)        7.7%  
  One Lincoln Street
Boston, MA 02111
EIX Common Stock The Vanguard Group 21,516,351(2) 6.6%
100 Vanguard Blvd.
Malvern, PA 19355
EIX Common Stock BlackRock Inc. 20,763,041(3) 6.4%
55 East 52nd Street
New York, NY 10055
EIX Common Stock JPMorgan Chase & Co. 19,620,398(4) 6.0%
270 Park Ave.
New York, NY 10017
SCE Common Stock Edison International 434,888,104(5) 100%
2244 Walnut Grove Avenue
Rosemead, CA 91770
(1) This information is based on a Schedule 13G filed with the SEC on February 12, 2016. Acting in various fiduciary capacities, State Street reports it has shared voting and investment power over all shares. This includes 9,866,330 shares, or 3.03% of the class, held by State Street as the 401(k) Plan Trustee. 401(k) Plan shares are voted in accordance with instructions given by participants, whether vested or not. 401(k) Plan shares for which instructions are not received will be voted by the 401(k) Plan trustee in the same proportion to the 401(k) Plan shares voted by other 401(k) Plan Shareholders, unless contrary to ERISA.  
(2) This information is based on a Schedule 13G filed with the SEC on February 11, 2016. The Vanguard Group reports it has sole voting power over 630,653 shares, shared voting power over 32,700 shares, sole investment power over 20,879,128 shares, and shared investment power over 637,223 shares. 
(3) This information is based on a Schedule 13G filed with the SEC on January 26, 2016. BlackRock Inc. reports it has sole voting power over 18,091,649 shares and sole investment power over all shares. 
(4) This information is based on a Schedule 13G filed with the SEC on January 27, 2016. JPMorgan Chase reports it has sole voting power over 17,186,456 shares, shared voting power over 200,842 shares, sole investment power over 19,367,734 shares, and shared investment power over 252,639 shares. 
(5) EIX became the holder of all issued and outstanding shares of SCE Common Stock on July 1, 1988, when it became the holding company of SCE. EIX continues to have sole voting and investment power over these shares.

2016 Proxy Statement

19



Table of Contents

ITEM 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Independent Auditor retained to audit the Company’s financial statements. The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as the Company’s Independent Auditor for calendar year 2016. The Company is asking shareholders to ratify this appointment.

PwC is an international accounting firm which provides leadership in public utility accounting matters. Representatives of PwC are expected to attend the Annual Meeting to respond to appropriate questions and to make a statement if they wish.

PwC has been retained as the Company’s Independent Auditor continuously since 2002. The Audit Committee has adopted restrictions on hiring certain persons formerly associated with PwC into an accounting or financial reporting oversight role to help ensure PwC’s continuing independence.

The Audit Committee meets annually in executive session without PwC present to evaluate the quality of PwC’s audit services and their performance, including PwC’s industry knowledge from an accounting and tax perspective, PwC’s continued independence and professional skepticism, the Committee’s discussions with management about PwC’s performance, and information available from Public Company Accounting Oversight Board (“PCAOB”) inspection reports.

The Audit Committee annually considers whether the Independent Auditor firm should be reappointed for another year. The lead engagement partner is required to rotate off the Company’s audit every five years. The Audit Committee is involved in the selection of the lead engagement partner. In 2015, in connection with the mandated rotation of PwC’s lead engagement partner effective beginning with PwC’s audit of the Company’s 2016 financial statements, the Company interviewed candidates who met professional, industry and personal criteria, and selected finalists. The Audit Committee Chair participated in interviews with the finalists and selected the lead engagement partner, in consultation with the Audit Committee.

The Audit Committee considered several factors when determining whether to reappoint PwC as the Company’s Independent Auditor, including:

The length of time PwC has been engaged;
PwC’s knowledge of the Company and its personnel, processes, accounting systems and risk profile;
The quality of the Audit Committee’s ongoing discussions with PwC, their independence and professional skepticism; and
An assessment of the professional qualifications, utility industry experience and past performance of PwC, its lead engagement partner, and other members of the core engagement team.

The Audit Committee and the Board believe that the continued retention of PwC to serve as the Company’s Independent Auditor is in the best interests of the Company and its investors.

The Company is not required to submit this appointment to a shareholder vote. Ratification would be advisory only. However, if the shareholders of either EIX or SCE do not ratify the appointment, the Audit Committee will investigate the reasons for rejection by the shareholders and will reconsider the appointment.

The Board recommends you vote “FOR” Item 2.


20

2016 Proxy Statement




Table of Contents

ITEM 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Independent Auditor Fees

The following table sets forth the aggregate fees billed by PwC to EIX (consolidated total including EIX and its subsidiaries) and SCE, respectively, for the fiscal years ended December 31, 2015 and December 31, 2014:

  

EIX and Subsidiaries ($000)

  SCE ($000)   
Type of Fee           2015       2014             2015       2014
Audit Fees(1)           $ 6,326           $ 6,420       $ 5,488       $ 5,608
Audit-Related Fees(2) 240 120 240 120
Tax Fees(3) 1,402 2,604 713 820
All Other Fees(4) 1,248 73 1,248 73
TOTAL $ 9,216 $ 9,217 $ 7,689 $ 6,621
(1) These represent fees for professional services provided in connection with the audit of the Company’s annual financial statements and internal controls over financial reporting, and reviews of the Company’s quarterly financial statements.
(2) These represent fees for assurance and related services related to the performance of the audit or review of the financial statements and not reported under “Audit Fees” above.
(3) These represent fees for tax-related compliance and other tax-related services to support compliance with federal and state tax reporting and payment requirements, including tax return review and review of tax laws, regulations or cases.
(4) These represent fees for consulting services related to San Onofre Nuclear Generating Station decommissioning and other miscellaneous services.

The Audit Committee annually approves all proposed audit fees in executive session without PwC present, considering several factors, including a breakdown of the services to be provided, proposed staffing and hourly rates, and changes in the Company and industry from the prior year. The audit fees are the culmination of a process which included a comparison of the prior year’s proposed fees to actual fees incurred and fee proposals for known and anticipated 2015 services in the audit, audit-related, tax and other categories. The Audit Committee’s deliberations consider balancing the design of an audit scope that will achieve a high quality audit with driving efficiencies from both the Company and PwC while compensating PwC fairly.

The Audit Committee is required to pre-approve all audit and permitted non-audit services performed by PwC to ensure these services will not impair the firm’s independence.

The Audit Committee has delegated to the Committee Chair the authority to pre-approve services between Committee meetings, provided that any pre-approval decisions are presented to the Committee at its next meeting. PwC must assure that all audit and non-audit services provided to the Company have been approved by the Audit Committee.

During the fiscal year ended December 31, 2015, all services performed by PwC were pre-approved by the Audit Committee, irrespective of whether the services required pre-approval under the Exchange Act.

2016 Proxy Statement

21



Table of Contents

ITEM 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

The Audit Committee is composed of four non-employee directors and operates under a charter adopted by the Board, which is posted on our website at www.edison.com/corpgov. The Audit Committee complied with the requirements of its charter in 2015.

The Board has determined that each Audit Committee member is independent and financially literate, and that at least one member has accounting or other related financial management expertise, as such qualifications are defined by NYSE rules, our Corporate Governance Guidelines, and/or the Committee charter. The Board has also determined that Ms. Chang and Mr. Taylor each qualify as an “audit committee financial expert” as defined by SEC rules.

The Audit Committee’s key responsibilities are described above under “Board Committees – Audit Committee.” The Audit Committee’s role in risk oversight is described above under “Our Corporate Governance – What is the Board’s role in risk oversight?

Audit Committee meeting agendas are developed based on input from each Committee member, the Independent Auditor, the General Auditor, and management. In 2015, the Committee requested and received presentations on significant risk issues and a variety of topics, such as:

Information technology managed services;
Risk-based budgeting;
Records management;
PwC audit quality indicators; and
Tax reserves.

Management is responsible for the Company’s internal controls and the financial reporting process, including the integrity and objectivity of the financial statements. The Independent Auditor performs an independent audit of the Company’s financial statements under the standards of the PCAOB and issues a report on the financial statements. The Audit Committee monitors and oversees these processes. The Committee members are not accountants or auditors by profession and therefore have relied on certain representations from management and the Independent Auditor in carrying out its responsibilities.

In discharging our oversight responsibilities in connection with the December 31, 2015 financial statements, the Audit Committee:

Reviewed and discussed the audited financial statements with the Company’s management and the Independent Auditor;
Discussed various matters with the Independent Auditor, including matters required by the PCAOB’s standard “Communications with Audit Committees;” and
Received the written disclosures and PwC’s letter confirming its independence from the Company, and discussed such independence with PwC.

Based upon these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s 2015 Annual Report to be filed with the SEC.

Vanessa C.L. Chang, Chair
Jagjeet S. Bindra
Ellen O. Tauscher
Peter J. Taylor

22

2016 Proxy Statement




Table of Contents

ITEM 3: ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION


The advisory vote to approve the Company’s executive compensation, commonly known as “Say-on-Pay,” gives shareholders the opportunity to endorse or not endorse our executive compensation. This advisory vote is required by SEC rules to be provided at least once every three years. However, in 2011, our shareholders voted in favor of holding the advisory vote every year, and the Board determined that it would be held annually. The Company’s Say-on-Pay proposal received support from at least 91% of the votes cast in each of the last four years.

Our executive compensation program is described under “Compensation Discussion and Analysis” below. We encourage you to read it carefully. Our executive compensation program is reviewed and approved by the Compensation Committee. The Board believes our executive compensation structure is competitive, aligns compensation with shareholder value and serves shareholders well.

EIX and SCE request shareholder approval of the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement under the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables.

The Company values constructive dialogue with shareholders on compensation and other important governance matters. Because your vote is advisory, it will not be binding on the Board or the Company and will not be construed as overruling a decision by the Board or the Company. However, the Compensation Committee will consider the outcome of the vote and any constructive feedback from shareholders when making future executive compensation decisions. See “Compensation Summary – Shareholder Communication and Compensation Program for 2016.”

It is expected that the next such vote will occur at the 2017 Annual Meeting.

The Board recommends you vote “FOR” Item 3.


2016 Proxy Statement

23



Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS


This Compensation Discussion and Analysis (“CD&A”) describes the principles of our executive compensation program, how we applied those principles in compensating our named executive officers (“NEOs”) for 2015, and how we use our compensation program to drive performance. We also discuss the roles and responsibilities of our Compensation Committee (the “Committee”) in determining executive compensation. The CD&A is organized as follows:

Compensation Summary
What We Pay and Why: Elements of Total Direct Compensation
How We Make Compensation Decisions
Post-Employment and Other Benefits
Other Compensation Policies and Guidelines

The CD&A contains information relevant to your decision regarding the advisory vote to approve our executive compensation (Item 3 on your Proxy Card). When voting on Item 3, EIX shareholders will vote on EIX executive compensation, while SCE shareholders will vote on SCE executive compensation.

Compensation Summary

Certain key information about our executive compensation program is highlighted in this Compensation Summary.

Executive Compensation Practices

The table below highlights our current compensation practices for NEOs, including practices we believe drive performance and are aligned with good governance principles, and practices we have not implemented because we do not believe they would serve our shareholders’ long-term interests.

What We Do What We Don’t Do
We tie pay to performance by making the majority of compensation “at risk” and linking it to shareholders’ interests       We do not have any employment contracts
We target the market median for base salary and annual and long-term incentives We do not provide excise tax gross-ups on change in control payments
We compare executive compensation to a peer group defined by a recognized market index We do not have individually negotiated change in control agreements
We balance multiple metrics for annual and long-term incentives We do not provide perquisites
We have double-trigger change in control provisions for equity award vesting We do not provide personal use of any corporate aircraft
We seek shareholder feedback on our executive compensation program and share the feedback with the Board and the Committee We do not reprice or allow the cash buyout of underwater stock options
We have stock ownership guidelines and an incentive compensation clawback policy We do not permit pledging of Company securities by directors or EIX executive officers
Our Committee’s compensation consultant is independent and does not provide any other services to the Company We do not permit hedging of Company securities by directors or employees

Executive Benefit Changes

The Committee approved executive benefit changes in 2015 after a thorough review of our compensation and benefits program. The key changes are below. More information is under “Potential Payments Upon Termination or Change in Control – Survivor Benefit Plan,” “Non-Qualified Deferred Compensation – Executive Deferred Compensation Plan” and “Pension Benefits – Executive Retirement Plan.”

Plan       Change       Effective Date       Key Objectives of Changes
Executive Survivor
Benefit Plan
  Terminated December 31, 2016  
Decrease portion of compensation and benefits package not directly tied to performance
 
Simplify benefits for new executives
Executive Deferred
Compensation Plan
Eliminated matching contributions   January 1, 2018
Executive
Retirement Plan
Reduced plan benefit January 1, 2018

24

2016 Proxy Statement




Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Elements and Objectives of Total Direct Compensation

Element       Form       Key Objective       % of CEO* Target Total
Direct Compensation**
Base Salary   Fixed Pay: Cash Establish a pay foundation to attract and retain qualified executives 14%
Annual Incentive
Awards
  Variable Pay: Cash   Focus executives’ attention on specific financial, strategic and operating objectives of the Company that we believe will increase shareholder value and benefit customers   17%
Long-Term
Incentive Awards
Variable Pay: Equity Align executive pay with long-term value provided to shareholders 69%
50% stock options
Link compensation to stock price increase
25% performance shares
Reward relative shareholder return compared to peers and earnings per share compared to pre-established targets
25% restricted stock units
Encourage retention, with value tied to absolute shareholder return
* In this CD&A, the term “CEO” means the Chief Executive Officer of EIX.
** In this CD&A, the term “target total direct compensation” means the sum of the NEO’s salary, target annual incentive award, and grant date fair value of long-term incentive awards for the particular year.

EIX NEOs for 2015

EIX NEOs are identified below. EIX shareholders will vote on EIX executive compensation.

EIX NEOs Title
Theodore F. Craver, Jr. EIX Chairman of the Board, President and CEO
W. James Scilacci EIX Executive Vice President and Chief Financial Officer (“CFO”)
Pedro J. Pizarro SCE President
Ronald L. Litzinger EIX Executive Vice President and Edison Energy Group President
Adam S. Umanoff EIX Executive Vice President and General Counsel

SCE NEOs for 2015

SCE NEOs are identified below. SCE shareholders will vote on SCE executive compensation.

SCE NEOs Title
Pedro J. Pizarro President
Maria Rigatti Senior Vice President and CFO
Peter T. Dietrich Senior Vice President
Russell C. Swartz Senior Vice President and General Counsel
Stuart R. Hemphill Senior Vice President

2016 Proxy Statement

25



Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

2015 NEO Pay

The following table shows the total direct compensation for 2015 compared to 2014 for the executives who were EIX NEOs both years. “Total direct compensation” or “TDC” means the sum of base salary, the actual annual incentive award paid for the year and the grant date fair value of long-term incentive awards (columns (c), (e), (f) and (g) of the EIX Summary Compensation Table) for the NEO for the year.

EIX NEO 2014 TDC
(million)
      2015 TDC
(million)
      TDC
Change From
2014 to 2015
Theodore F. Craver, Jr.        $ 9.360        $ 8.839 -6%
W. James Scilacci $ 2.568 $ 2.395 -7%
Ronald L. Litzinger $ 2.566 $ 2.343 -9%

The decreases in total direct compensation shown above were due to lower annual incentive awards. Messrs. Craver, Scilacci and Litzinger received maximum or near maximum annual incentive awards for 2014, largely as a result of the Company’s financial performance. Core earnings1 in 2014 exceeded the maximum score level. In 2015, core earnings exceeded the target, but did not reach the maximum score level. Largely due to 2015 financial performance, Messrs. Craver, Scilacci and Litzinger received annual incentive awards for 2015 that were above target but below the maximum award.

More information on the reasons for changes in compensation from 2014 to 2015 is under “What We Pay and Why: Elements of Total Direct Compensation” below.

Alignment of CEO Pay with Performance

During the five-year period from 2011 to 2015, EIX’s TSR2 was approximately 77%. During this period, Mr. Craver’s total direct compensation increased by approximately 15%. The following chart shows the alignment over the past five years between Mr. Craver’s total direct compensation and our indexed TSR, which represents the value of an initial investment of $100 in EIX common stock at the beginning of the five-year period, and assumes that dividends are reinvested on the ex-dividend date.

CEO Total Direct Compensation (TDC)
vs. Indexed TSR 2011-2015

CEO total direct compensation does not reflect the realized value of the CEO’s long-term incentive awards; instead, TDC incorporates the grant date fair value of the awards, as reported in the Summary Compensation Table of Company Proxy Statements. The difference between grant date fair value and the actual value realized at payout can be significant.

(1) Core earnings is defined on a consolidated basis for EIX as earnings attributable to EIX shareholders less income or loss from discontinued operations, income resulting from allocation of losses to tax equity investor under the HLBV accounting method and income or loss from significant discrete items that management does not consider representative of ongoing earnings, such as: exit activities, including sale of certain assets and other activities that are no longer continuing; write downs, asset impairments and other charges related to certain tax, regulatory or legal settlements or proceedings. For a reconciliation of core earnings to net income determined under GAAP, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Management Overview – Highlights of Operating Results” included as part of the Company’s 2015 Annual Report.
(2) In this Proxy Statement, for all purposes other than performance share payouts, TSR is calculated using the difference between (i) the closing stock price for the relevant stock on the last NYSE trading day preceding the first day of the relevant period and (ii) the closing stock price for the relevant stock on the last trading day of the relevant period, and assumes all dividends during the period are reinvested on the ex-dividend date. Under this methodology, EIX’s 2013-2015 TSR was at the 55th percentile of the Philadelphia Utility Index. A different methodology is used to determine performance share payouts: TSR is calculated using the difference between (i) the average closing stock price for the stock for the 20 trading days ending with the last NYSE trading day preceding the first day of the performance period and (ii) the average closing stock price for the stock for the 20 trading days ending with the last trading day of the performance period, and assumes all dividends are reinvested on the ex-dividend date (see “Long-Term Incentive Awards” below). Under this methodology, EIX’s TSR for the 2013-2015 performance period was at the 60th percentile of the Philadelphia Utility Index.

26

2016 Proxy Statement




Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

The key role of EIX’s performance in driving realized value is most clear in performance share payouts. The following chart shows the difference between the grant date fair value and the realized value at payout for Mr. Craver’s performance shares for each of the three most-recently completed performance periods.

CEO Performance Shares –
Grant Date Fair Value vs. Realized Value

Mr. Craver realized approximately $750,000 less from his 2011 performance share award than the grant date fair value. This difference was largely because of EIX’s below-median TSR performance relative to peers for the 2011-13 performance period.

In contrast, Mr. Craver realized approximately $1.8 million and $1.4 million more from his 2012 and 2013 performance share awards than the respective grant date fair values. Payouts of 2012 and 2013 performance shares were above target due to EIX’s strong performance during the 2012-14 and 2013-2015 performance periods, as measured by relative TSR and core earnings per share compared to target (which was added in 2012 as a second performance metric). In addition, EIX’s stock price appreciated after the grant date of these awards.

Comparison of CEO Pay with Peer Group

The following chart shows Mr. Craver’s total direct compensation for the last five years as reported in the EIX Summary Compensation Table, compared to the median TDC for the chief executive officers of the companies that comprise the Philadelphia Utility Index peer group. (The chart uses 2014 peer group data for 2015 since peer group data for 2015 was generally unavailable in time to include in this Proxy Statement.)

Mr. Craver’s total direct compensation has been somewhat above the peer group median since 2011, partly due to chief executive officer turnover at peer companies. Another factor was that Mr. Craver’s annual incentive awards for these years were above target, largely due to above-target core earnings, as discussed in the Company’s 2012 through 2015 Proxy Statements and under “What We Pay and Why: Elements of Total Direct Compensation – Annual Incentive Awards.

CEO vs. Peer Group Median TDC

Shareholder Communication and Compensation Program for 2016

In 2015, we engaged with institutional shareholders holding approximately 30% of EIX common stock to discuss their views on the Company’s corporate governance, proxy disclosure, executive compensation, and environmental and social issues. In particular, we sought specific feedback from shareholders regarding proxy access and sustainability disclosure. Management shared the feedback received from these discussions with the Board and relevant Board committees.

EIX’s Say-on-Pay proposal received support from approximately 91% of the votes cast in 2015. The Committee reviewed the results of the shareholder vote, including feedback from major shareholders. Taking the vote results and shareholder feedback into account, and considering trends in executive compensation and the best interests of shareholders, the Committee approved maintaining our executive compensation program with no significant changes for 2016. However, the Committee approved changes in the program effective December 31, 2016 and January 1, 2018. (See “Executive Benefit Changes” above.)

2016 Proxy Statement

27



Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

What We Pay and Why: Elements of Total Direct Compensation

We generally target the market median for each element of total direct compensation offered under our program: base salaries, annual cash incentives, and long-term equity-based incentives. The reasons for the Committee’s decision to target the median level include:

The policy of the applicable regulatory authorities that SCE should provide market level compensation, and the desire for internal compensation equity between EIX and SCE;
Above-median compensation usually is not needed, except occasionally for recruitment and retention purposes; and
Below-median compensation would create retention and recruitment difficulties.

A significant portion of our executives’ total direct compensation is tied to company performance. The following charts show that incentive compensation comprised approximately 86% of our CEO’s 2015 target total direct compensation and approximately 71% on average of our other NEOs’ 2015 target total direct compensation.

CEO Pay Mix



Other NEO Pay Mix

This pay mix provides an opportunity for NEO compensation to reflect the upside and downside potential of company performance and helps to focus NEOs’ attention on our financial, strategic and operating objectives, and shareholder return.

Base Salary

For 2015, each NEO’s base salary was evaluated according to his or her position and performance. For each position, a market base salary range was determined. The median of the range was the market median level of base salaries for comparable positions. None of our NEOs has a contractual right to receive a fixed base salary.

The Committee increased the salaries of Messrs. Craver and Pizarro for 2015 and set them approximately 5% above the market median after deciding these salary levels were appropriate based on its overall assessment of their individual performance, responsibilities and contributions. The increase in Mr. Pizarro’s salary in 2015 as shown in the Summary Compensation Tables also reflects the fact that he was hired by SCE in October 2014. The Committee increased the salary of Mr. Scilacci for 2015 to bring it closer to the market median. The increase in Ms. Rigatti’s salary in 2015 as shown in the SCE Summary Compensation Table reflects the fact that she was hired by SCE in July 2014.

Annual Incentive Awards

Executive Incentive Compensation Plan
NEOs are eligible for annual incentive awards under the EIX Executive Incentive Compensation Plan for achieving specific financial, strategic and operational goals that are established at the beginning of each year. The 2015 annual incentive award target value for each NEO was set as a percentage of the NEO’s base salary. The Committee, after reviewing the market range and median for each position and considering internal equity issues, decided to use the same target level it set for each NEO for 2014. Mr. Umanoff was a new hire for 2015 and his target was set at 70% of his base salary, which was approximately at market median for his position and the same percentage as the other EIX NEOs, except for Mr. Craver.

The minimum annual incentive award is $0. The maximum award is 200% of target, which the Committee’s independent compensation consultants for 2015 advised is the most prevalent practice among the peer group companies.

The Committee determines annual incentive awards based on corporate and individual performance. The corporate performance factor is based on performance relative to the goals established at the beginning of the year. For each goal category, the Committee assigned a target score reflecting the relative weight given that goal category and a potential score range. In February 2016, the Committee determined the score achieved for each goal category, depending on the extent to which the goals were unmet, met or exceeded.

Separate goals were established for EIX and SCE. Annual incentive awards for the EIX NEOs (other than Mr. Pizarro) were based on EIX performance. Annual incentive awards for the SCE NEOs, including Mr. Pizarro, were based on SCE performance.

28

2016 Proxy Statement




Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

2015 EIX Corporate Performance Scoring Matrix

Target
Score
Potential
Score

Actual
Score
Key Goals/Performance Contributing to Actual Score
Goal Category  Goal Performance
  

Financial
Performance

     

60

      0-120       88       ●    Consolidated core earnings of $1.277 billion       ●    Goal Exceeded: $1.336 billion(1)
  
Strategic
Initiatives
30 0-60 31 ●   

New growth: establish energy services platform for commercial and industrial customers

●   

Goal Exceeded: acquired companies providing energy engineering, energy supply management, and offsite renewable energy sourcing

●   

Achieve SCE’s Operational and Service Excellence goals

●   

See SCE matrix below

●   

Advance SCE’s Strategic Initiatives

●   

See SCE matrix below

●   

DART (Days Away, Restricted, and Transfer) Injury Rate ≤0.61

●   

Goal Not Met: 0.94

People and
Culture

10 0-20 8 ●    Increase executive and leadership pool diversity ●    Goal Not Met: increase in one of four categories
Total: 100 0-200 127
 
   (1) Linear interpolation between the target of $1.277 billion and the maximum score level of $1.405 billion was used to determine the actual score.

2015 SCE Corporate Performance Scoring Matrix

Target
Score
Potential
Score

Actual
Score
Key Goals/Performance Contributing to Actual Score
Goal Category Goal Performance(1)
   Financial
Performance
      40       0-80       53       ●   

Core earnings of $1.326 billion

      ●   

Goal Exceeded: $1.369 billion(2)

  
Safety 10 0-20 0 ●    No employee fatalities ●    Goal Not Met: One employee fatality
●    DART injury rate ≤0.61 ●    Goal Not Met: 0.94
Operational and
Service
Excellence
20 0-40 25 ●    Generation Reliability Index ≥91 ●    Goal Exceeded: 95
●    Diverse Business Enterprise spend ≥40% ●    Goal Exceeded: 42.9%
●    Controllable operations and maintenance cost per customer ≤$340 ●    Goal Met: $335
●    Complete milestones for decommissioning of San Onofre Nuclear Generating Station ●    Goal Met: obtained regulatory approval of defueling plan (10-K, pg. 18) and settlement from accidental outage insurer (10-K, pg. 98)
●    Cyber and physical security: protect critical infrastructure; prevent attacks; mitigate hazards ●    Goal Met: completed cyber/physical security drills; favorable score using Homeland Security Exercise Evaluation Program; no breaches or intrusions
●    Improve residential and business customer satisfaction ●    Goal Substantially Met: improved J.D. Power Customer Satisfaction Index scores
●    Achieve capital spending targets: $3.24 billion CPUC-jurisdictional; $0.67 billion FERC-jurisdictional ●    Goal Substantially Met: $3.334 billion CPUC; $0.534 billion FERC
●    No significant noncompliance events(3) ●    Goal Not Met: penalty for non-compliance with ex parte communication rules (10-K, pg. 9)
Strategic
Initiatives
20 0-40 19 ●    Advance Distribution Resources Plan ●    Goal Met: made key filing with CPUC (10-K, pg. 6)
●    Acceptable outcome for SCE’s 2015 General Rate Case ●    Goal Partially Met: reasonable outcomes for capital expenditures and rate base; required regulatory asset write-off (10-K, pgs. 7-8)
People and
Culture
10 0-20 8 ●    Increase executive and leadership pool diversity ●    Goal Not Met: increase in one of four categories
Total: 100 0-200 105
 
   (1) Parenthetical “10-K” page references in the “Performance” column are references to pages in the combined Form 10-K filed by EIX and SCE for the fiscal year ended December 31, 2015 (“10-K”). The referenced pages contain additional information about the relevant topic, but they do not address annual incentive plan goals or the scoring of the performance for purposes of this matrix. “CPUC” means the California Public Utilities Commission. “FERC” means the Federal Energy Regulatory Commission.   
   (2) Linear interpolation between the target of $1.326 billion and the maximum score level of $1.459 billion was used to determine the actual score.
   (3) Score determinations are generally made in the judgment of the Committee after assessing overall performance against the goals. However, a 10 point reduction was specifically applied to the Operational and Service Excellence score for the failure to meet this goal.

2016 Proxy Statement

29



Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

2015 Annual Incentive Awards
Based on 2015 performance, the corporate performance factors for EIX and SCE were 127% and 105% of target, respectively. These factors were determined by adding the “Actual Scores” above. The Committee has discretion, however, to increase or decrease the corporate performance factor from the amount determined by application of the scoring matrix (subject to the limitation described below under “Impact of Other Plans”). The Committee exercised discretion to reduce EIX’s corporate performance factor from 127% to 115% to bring it closer to SCE’s corporate performance factor of 105% of target and thereby achieve closer parity in incentive pay between EIX and SCE executives, recognizing that SCE’s financial performance was the predominant contributor to EIX’s financial performance.

The Committee determined the annual incentive award for each NEO by multiplying the annual incentive target percentage for the NEO by the EIX or SCE corporate performance factor and an individual performance factor. Individual performance factors were determined by the Committee in its discretion (subject to the limitation described below under “Impact of Other Plans”), based on its assessment of each NEO’s performance and achievements for the year, and relative impact and contribution to corporate performance compared to executives in similar roles. The following table shows the resulting annual incentive awards to our EIX NEOs as a percentage of salary and as a multiple of target:

EIX NEOs(1) Annual
Incentive
Target as
% of Salary
      Corporate
Performance
Factor(2)
      Individual
Performance
Factor(3)
      Annual
Incentive
Award as
% of Salary(3)
      Annual
Incentive
Award as
Multiple of
Target(3)
   Theodore F. Craver, Jr. 115% 1.15 1.00 132% 1.15x   
W. James Scilacci 70% 1.15 0.92 74% 1.05x
Pedro J. Pizarro 70% 1.05 1.05 77% 1.10x
Ronald L. Litzinger 70% 1.15 1.00 81% 1.15x
Adam S. Umanoff 70% 1.15 1.05 85% 1.21x
 
   (1) Target and actual annual incentive awards for all EIX and SCE NEOs are shown in the Grants of Plan-Based Awards tables and the Summary Compensation Tables, respectively.
   (2) The corporate performance factor for all EIX NEOs (other than Mr. Pizarro) was 1.15. The corporate performance factor for all SCE NEOs, including Mr. Pizarro, was 1.05.
   (3) The amounts shown have been rounded to two decimal places or to the nearest whole percentage point for purposes of the table.

Impact of Other Plans
The EIX Committee adopted the EIX 2015 Executive Annual Incentive Program (“162(m) Program”) so that annual incentive awards under the EIX Executive Incentive Compensation Plan could be designed to qualify as deductible performance-based compensation under Section 162(m) of the Internal Revenue Code (“Section 162(m)”). Under the 162(m) Program, an overall maximum annual incentive award for 2015 was established for each participating EIX NEO as a specified percentage of an annual incentive award pool. The aggregate award pool for the EIX NEOs had a maximum value equal to 1.5% of EIX’s 2015 consolidated earnings from continuing operations (after interest, taxes, depreciation and amortization), subject to adjustment for the effects of any special charges to earnings. Mr. Craver’s maximum annual incentive award for 2015 was 42% of this pool; the maximum award for each of Mr. Pizarro and Mr. Litzinger was 15% of this pool; and the maximum award for each of Mr. Scilacci and Mr. Umanoff was 14% of this pool. The actual annual incentive awarded to each participating EIX NEO under the EIX Executive Incentive Compensation Plan for 2015 was less than the applicable maximum under the 162(m) Program.

Long-Term Incentive Awards

All of our long-term incentives are awarded as equity instruments reflecting, or valued by reference to, EIX Common Stock. They are therefore directly linked to the value provided to EIX shareholders. The equity awards also align executives’ interests with the long-term interests of customers by enhancing executives’ focus on the Company’s long-term goals.

Seventy-five percent (75%) of our long-term equity mix is performance-based: the non-qualified stock options that comprise 50% of each NEO’s long-term incentive award value; and the performance shares that comprise 25% of the award value. We believe stock options are performance-based because NEOs will realize value only if the market value of EIX Common Stock appreciates. Long-term incentive awards are made under the EIX 2007 Performance Incentive Plan.

Long-Term Incentive Value
On February 25, 2015, the Committee approved 2015 long-term incentive award target values for the NEOs. Each target value was set as a percentage of base salary, based on the market median level for comparable positions. The Committee also approved the methodology for converting those values into the number of stock options, performance shares, and restricted stock units granted to each NEO on the March 2, 2015 grant date. The grant date value of each award is listed in the “Grants of Plan-Based Awards” tables below.

For 2015, the Committee increased the long-term incentive award target, as a percentage of base salary, for Messrs. Craver, Scilacci, and Litzinger. These increases resulted in Mr. Craver’s target level being set approximately at market median and brought Messrs. Scilacci’s and Litzinger’s target levels closer to market median. The Committee also increased the award values for Mr. Pizarro and Ms. Rigatti and set them above the market median; the Committee decided these award values were appropriate based on its overall assessment of their individual performance, responsibilities, contributions, and potential.

30

2016 Proxy Statement




Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Stock Options
Each stock option granted may be exercised to purchase one share of EIX Common Stock at an exercise price equal to the closing price of a share of EIX Common Stock on the grant date. Options vest over a four-year period, subject to continued employment, with one-fourth of each award vesting and becoming exercisable at the beginning of each year.

The number of options granted to each NEO was determined by dividing the option award value approved by the Committee for that NEO by the grant date value of an option using a Black-Scholes Merton valuation model based on the same assumptions and principles used to determine the grant date fair value of options generally for purposes of EIX’s financial reporting.

Performance Shares
Performance shares reward performance over three years against pre-established metrics. Each performance share awarded is a contractual right to receive one share of EIX Common Stock or its cash equivalent if performance and continued service vesting requirements are satisfied. The actual payout can range from zero to 200% of target performance shares, and depends on actual performance against pre-established metrics. The performance share awards provide for reinvested dividend equivalents. For each dividend declared for which the ex-dividend date falls within the performance period and after the date of grant, the NEO will be credited with an additional number of target performance shares having a value equal to the dividend that would have been payable on the target performance shares subject to the award. The performance shares credited as dividend equivalents have the same vesting and other terms and conditions as the original performance shares.

A conversion formula is used to determine the number of performance shares awarded to each NEO. For the portion of performance shares subject to the TSR metric discussed below, the award value approved by the Committee is divided by the grant date value of the TSR performance shares using a Standard Monte Carlo simulation model based on the same assumptions and principles used to determine the grant date fair value of performance-based awards generally for purposes of EIX’s financial reporting. For the portion of performance shares subject to the earnings per share metric discussed below, the respective award value is converted into a specific number of earnings per share performance shares by dividing the award value by the closing price of a share of EIX Common Stock on the grant date.

Performance shares granted before 2015 generally are paid half in EIX Common Stock and half in cash having a value equal to the EIX Common Stock that otherwise would have been delivered. EIX converts a portion of the awards otherwise payable in stock to cash to satisfy minimum tax withholding or any governmental levies. NEOs may elect to defer payment of the portion of performance shares payable in cash under the Executive Deferred Compensation Plan. Performance shares granted in 2015 and 2016 will be payable solely in cash.

Performance Share Awards: TSR Metric

For performance shares granted since 2012, two metrics are used to measure payouts, with each metric weighted 50%. One of the two performance metrics is based on the percentile ranking of EIX’s TSR for the three-year performance period beginning January 1 in the year of grant compared to the TSR of each company in EIX’s peer group for the same period. The following table provides the percentile ranking and corresponding payout levels:

   Payout Levels       TSR Ranking       Payout   
Below Threshold <25th Percentile 0
Threshold 25th Percentile 25% of Target
Target 50th Percentile Target
Maximum ≥75th Percentile 200% of Target

If EIX achieves a TSR ranking between the 25th percentile and the 50th percentile or between the 50th percentile and the 75th percentile, the number of shares paid will be interpolated on a straight-line basis with discrete intervals at every 5th percentile. To determine performance share payouts, TSR is calculated using the difference between (i) the average closing stock price for the stock for the 20 trading days ending with the last NYSE trading day preceding the first day of the performance period and (ii) the average closing stock price for the stock for the 20 trading days ending with the last trading day of the performance period, and assumes all dividends are reinvested on the ex-dividend date.

EIX’s TSR from 2013-2015 ranked in the 60th percentile of the peer group under the methodology used to calculate TSR for performance shares and resulted in a 140% of target payout for the TSR performance shares granted in 2013. EIX’s TSR from 2012-2014 ranked in the 80th percentile of the peer group and resulted in a 200% of target payout for the TSR performance shares granted in 2012.

Performance shares granted before 2012 utilized only one metric—TSR. The threshold for a payout was set as a 40th percentile TSR ranking. EIX’s TSR from 2011-2013 ranked in the 40th percentile of the peer group and resulted in a payout of the 2011 performance share grants at 25% of target.

2012-2015 Performance Share Awards: EPS Metric

The second performance metric for performance shares granted since 2012 is based on EIX’s three-year average annual core earnings per share (“EPS”), measured against target levels. Core EPS is defined as GAAP basic EPS, excluding income or loss from discontinued operations and income or loss from significant discrete items that are not representative of ongoing earnings. The Committee establishes the EPS target for each calendar year in February of that year.

The performance multiple for a calendar year is based on EIX’s actual EPS performance for that year as a percentage of the EPS target for that year, in accordance with the following table:

   Performance Level       Actual EPS
as % of Target EPS
      EPS Performance
Multiple
  
Below Threshold <80% 0
Threshold 80% 0.25x
Target 100% 1.0x
Maximum ≥120% 2.0x

If EIX’s EPS for a year as a percentage of target EPS is between 80% and 100% or between 100% and 120%, the EPS performance multiple is interpolated on a straight-line basis, with discrete intervals at every 4th percentile. The EPS performance

2016 Proxy Statement

31



Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

multiples achieved for each calendar year in the three-year performance period are averaged, and the resulting average determines the performance share payout as a multiple of target.

In February 2016, the Committee certified the following EPS performance multiples for the three calendar years in the performance period for the 2013 grant:

   Year       Actual
EPS
     

Target
EPS

      Actual EPS as %
of Target EPS
      EPS
Performance
Multiple
  
2013 $3.80 $3.60 106% 1.20x
2014 $4.59 $3.70 124% 2.00x
2015 $4.10 $3.92 105% 1.20x
Average of performance multiples
(actual payout):
1.47x

Since the average of the EPS performance multiples for 2013, 2014, and 2015 was 1.47, EPS performance shares granted in 2013 paid out at 147% of target. The average of the EPS performance multiples for 2012, 2013, and 2014 was 1.53, and EPS performance shares granted in 2012 therefore paid out at 153% of target.

Restricted Stock Units
Each restricted stock unit awarded is a contractual right to receive one share of EIX Common Stock after the vesting requirement of three years of continued service is satisfied. The restricted stock units for NEOs provide for reinvested dividend equivalents. For each dividend declared for which the ex-dividend date falls within the vesting period, the NEO will be credited with an additional number of restricted stock units having a value equal to the dividend that would have been payable on the number of restricted stock units subject to the award. The restricted stock units credited as dividend equivalents have the same vesting and other terms and conditions as the original restricted stock units.

The restricted stock units are paid in EIX Common Stock, except EIX converts awards to cash having a value equal to the stock that otherwise would have been delivered to satisfy minimum tax withholding and governmental levies. The EIX Committee may elect to pay any restricted stock units in cash rather than shares of EIX Common Stock if and to the extent that payment in shares would exceed the applicable share limits of the EIX 2007 Performance Incentive Plan.

The number of restricted stock units granted to each NEO was determined by dividing the award value approved by the Committee for that NEO by the closing price of a share of EIX Common Stock on the grant date. At payout, NEOs realize an increase or decrease in value (compared to the grant date value) commensurate with the increase or decrease in value realized by shareholders from changes in the stock price and dividends over the three-year vesting period.

Acceleration of Long-Term Equity
If an NEO terminates employment after reaching age 65, or age 61 with five years of service, (i) stock options will vest and continue to become exercisable as scheduled, (ii) performance shares will be retained with vesting based on the applicable performance metrics, and (iii) restricted stock units will vest and become payable as scheduled; in each instance, as though the NEO’s employment had continued through the vesting period and subject to a pro-rated reduction if the NEO retires within the year of grant. Messrs. Craver and Swartz are eligible for these accelerated vesting provisions. If an NEO dies or becomes disabled while employed, stock options and restricted stock units will immediately vest and become exercisable and payable, respectively, and performance shares will be retained, with vesting based on the applicable performance metrics.

How We Make Compensation Decisions

Role of Compensation Committee and Executive Officers

The Committee is responsible for reviewing and determining the compensation paid to executive-level Company officers, including the NEOs. The Committee annually reviews all components of compensation for our CEO and other NEOs, including base salary and annual and long-term incentives. The Committee also reviews significant benefits, including retirement and non-qualified deferred compensation plans.

Each February, the Committee sets the base salary and the target and maximum potential annual and long-term incentive award values for the current year for each officer. At that time, the Committee also determines annual incentive awards for the prior year and performance share payouts for the prior performance period. Base salary changes are generally effective March 1 of each year.

For the February Committee meeting, the CEO provides recommendations regarding the compensation of NEOs (other than his own compensation). Other NEOs participate in developing and reviewing executive compensation recommendations, but do not participate in recommendations regarding their own compensation.

The Committee evaluates the CEO’s performance relative to goals and determines his compensation in executive session without the CEO present. The Committee Chair reports to the Board in an independent director executive session regarding the compensation determination.

For officers who are not EIX executive officers, the Committee has authorized the CEO and the EIX executive responsible for executive compensation matters to jointly approve special relocation, recruitment and retention awards within limits pre-approved by the Committee. Mid-year compensation determinations for newly hired and promoted officers that are within guidelines previously approved by the Committee do not require additional Committee approval if the individuals are not EIX executive officers.

32

2016 Proxy Statement




Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Tally Sheets
The Committee periodically reviews tally sheets for EIX NEOs. Tally sheets provide the Committee with information about the following components of compensation, including compensation paid over the preceding three calendar years:

Cash compensation (base pay and annual incentives);

Long-term incentive award values (stock options, performance shares and restricted stock units); and

Changes in pension values and non-qualified plan earnings.

The tally sheets also provide the amounts payable in the event of voluntary or involuntary separation from service, death or disability, or a change in control resulting in termination.

The Committee also reviews additional information regarding long-term incentives, including stock program statistics on share usage, analysis of current exercise values of prior option grants, and a summary of current and past performance share results.

Except as otherwise noted, the Committee’s executive compensation determinations are subjective and the result of the Committee’s business judgment, which is informed by the experiences of the Committee members and input from the Committee’s independent compensation consultant.

Role of the Committee’s Independent Compensation Consultant

The Committee retained independent compensation consultants to assist in evaluating officer compensation for 2015, including the compensation of NEOs; however, the Committee decides our officers’ compensation. This assistance included helping the Committee identify industry trends and norms for executive compensation; reviewing and identifying appropriate peer group companies and pay surveys; and evaluating executive compensation data for these companies.

F.W. Cook served as the Committee’s independent compensation consultant from May 2000 through February 2015. Pay Governance filled that role beginning in March 2015 after an extensive search process.

During 2015, one or both of the consultants provided the following services:

Provided a presentation on executive compensation trends and competitive evaluation of total direct compensation for executives;

Reviewed Committee agendas and supporting materials before each meeting, and raised questions/issues with management and the Committee Chair, as appropriate;

Reviewed drafts of the CD&A for the Proxy Statement and related compensation tables; and

Provided recommendations on CEO compensation to the Committee at its February meeting, without prior review by our CEO.

In addition, a consulting firm representative attended Committee meetings and communicated directly with the Committee as needed. Neither F.W. Cook nor Pay Governance performed services for the Company in 2015 unrelated to the Committee’s responsibilities for our compensation programs, and all interactions by the consultants with management were related to their work for the Committee and conducted in accordance with the directions of the Committee or its Chair.

The Committee retains sole authority to hire its compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement. Pursuant to SEC rules, the Committee assessed and determined that no conflict of interest exists with respect to the engagement of Pay Governance as the Committee’s compensation consultant. The Committee previously determined that no conflict of interest existed regarding the engagement of F.W. Cook.

Use of Competitive Data

The Committee generally targets the market median for comparable positions for each element of total direct compensation. For 2015, the Committee used peer group data and data from pay surveys by Towers Watson and AonHewitt to determine the “market median.”

The Committee used the companies in the Philadelphia Utility Index as the peer group for benchmarking performance and comparing NEO compensation for 2015. The Philadelphia Utility Index has been used by the Committee as the basis for the peer group since 2005. Use of an established market index for peer group purposes is consistent with the way investors evaluate performance across companies within an industry.

2015 Peer Group Companies - Philadelphia Utility Index
   AES Corporation         Entergy   
Ameren Eversource Energy
American Electric Power Exelon
CenterPoint Energy FirstEnergy
Consolidated Edison NextEra Energy
Covanta PG&E Corporation
Dominion Resources Public Service Enterprise Group
DTE Energy Southern Company
Duke Energy Xcel Energy
El Paso Electric

EIX is just above the peer group median in revenues and market capitalization. For the four quarters ending September 30, 2015, EIX had revenues of $12.3 billion compared to the peer group median of $12.2 billion (ranking 10th out of the 20 companies in the peer group), based on reported revenues. As of December 31, 2015, EIX’s market capitalization of $19.3 billion was approximately 4% above the peer group median of $18.5 billion (ranking 9th out of 20).

As part of the process of setting 2015 target total direct compensation for NEOs, F.W. Cook provided the Committee with benchmarking data from peer group proxy statements. In addition, the Committee received base salary, target annual incentive, and target long-term incentive grant value data from the Towers Watson 2014 Energy Services, the Towers Watson 2014 General Industry, and the AonHewitt 2014 Total Compensation Measurement pay surveys. The pay survey data included compensation information from utilities, other energy companies, and companies in other industries with comparable revenues, in order to reflect the range of the Company’s competitors for executive talent and provide a robust set of information to make

2016 Proxy Statement

33



Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

compensation decisions. The pay survey data was presented to the Committee in aggregated form. The Committee does not consider the identities of the individual companies in the survey data to be material for its decision-making process, and the individual companies were not provided to the Committee.

The components of the market data and the relative weighting used to calculate a market median varied for each NEO position, based on the availability of sufficient comparative data for the position, and were reviewed by F.W. Cook. Market median levels for 2015 were projected from available data with input from F.W. Cook.

The Committee may vary from market median after taking into account individual performance, internal equity, retention concerns, or other factors it considers relevant under the circumstances.

Risk Considerations

Our executive compensation policy directs that our total compensation structure should not encourage inappropriate or excessive risk-taking. The Committee takes risk into consideration when reviewing and approving executive compensation.

As specified in its charter, and with the assistance of Pay Governance and Company management, the Committee reviewed the Company’s compensation programs for executives and for employees generally and has concluded these programs do not create risks reasonably likely to have a material adverse effect on the Company.

In concluding that the current executive compensation program does not encourage inappropriate or excessive risk-taking, the Committee noted the following characteristics that limit risk:

Annual incentives are balanced with long-term incentives to lessen the risk that short-term objectives might be pursued to the detriment of long-term value;

Goals for annual incentive programs are varied (not focused on just one metric), include safety and compliance goals, and are subject to Committee review and discretion as to the ultimate award payment for executives;

Long-term incentive awards are subject to a multi-year vesting schedule;

The ultimate value of equity grants is not solely dependent on stock price due to the use of relative TSR and EPS for performance shares;

Stock ownership guidelines require top officers to hold company stock worth two to six times their salary;

Executives are prohibited from hedging Company securities and EIX executive officers are prohibited from pledging Company securities;

The Company has an incentive compensation clawback policy that allows the Committee or the Board to recoup incentive compensation overpayments in the event of a restatement of Company financial statements; and

Executive retirement and deferred compensation benefits are unfunded and thus depend in part on the continued solvency of the Company.


Post-Employment and Other Benefits

Post-Employment Benefits

The NEOs receive retirement benefits under qualified and non-qualified defined-benefit and defined-contribution retirement plans. The SCE Retirement Plan and the 401(k) Plan are both qualified retirement plans in which the NEOs participate on substantially the same terms as other participating employees.

Due to limitations imposed by ERISA and the Internal Revenue Code, the benefits payable to the NEOs under the SCE Retirement Plan and the 401(k) Plan are limited. The Executive Retirement Plan and the Executive Deferred Compensation Plan provide for our NEOs to receive the full amount of benefits that would be paid under the qualified plans but for such limitations, and certain additional benefits. The Committee believes these programs help us to attract and retain qualified executives.

For descriptions of the tax-qualified and non-qualified defined benefit pension plans and the Executive Deferred Compensation Plan, see the narrative to the “Pension Benefits” and “Non-Qualified Deferred Compensation” tables, respectively.

The Company also sponsors survivor and disability benefit plans in which the NEOs are eligible to participate.

Severance and Change in Control Benefits

Our policy regarding severance protection for NEOs stems from its importance in retaining and recruiting executives. Executives have attractive opportunities with other companies or are recruited from well-compensated positions in other companies. We believe offering one year’s worth of compensation and benefits if any officer is involuntarily severed without cause provides financial security to offset the risk of leaving another company or foregoing an opportunity with another company. Severance benefits are not offered for resignation for “good reason,” except if a change in control occurs.

The current executive compensation plans offer additional benefits if a change in control of EIX occurs. We believe the occurrence, or expected occurrence, of a change-in-control transaction would create uncertainty regarding continued employment for NEOs. This uncertainty would result from the fact that many change-in-control transactions result in significant organizational changes, particularly at the senior executive level.

To encourage the NEOs to remain employed with the Company during a time when their prospects for continued employment following the change in control would be uncertain, and to permit

34

2016 Proxy Statement




Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

them to remain focused on the Company’s interests, NEOs are provided with enhanced severance benefits if their employment is actually or constructively terminated without cause within a defined period of time around a change in control of EIX. Constructive termination would include occurrences such as a material diminution in duties or salary, or a substantial relocation.

Given that none of the NEOs has an employment agreement that provides for fixed positions or duties, or for a fixed base salary or annual incentive award, we believe a constructive termination severance trigger is needed to prevent an acquirer from having an incentive to constructively terminate an NEO’s employment to avoid paying any severance benefits. We do not provide excise tax gross-ups on change-in-control severance benefits for any of our executives. We do not believe NEOs should be entitled to receive their cash severance benefits merely because a change-in-control transaction occurs. Therefore, the payment of cash severance benefits is subject to a double-trigger where an actual or constructive termination of employment must also occur before payment.

However, if a change in control occurs where EIX is not the surviving corporation, and following the transaction, outstanding equity awards would not be continued or assumed, then NEOs and other holders of awards under our equity incentive plan would receive immediate vesting of their outstanding equity awards as described under “Potential Payments Upon Termination or Change in Control.

We believe it is appropriate to fully vest equity awards in change-in-control situations where EIX is not the surviving corporation and the equity awards are not assumed, whether or not employment is terminated, because such a transaction ends the NEOs’ ability to realize any further value with respect to the equity awards.

For detailed information on the estimated potential payments and benefits payable to NEOs if they terminate employment, including following a change in control of the Company, see “Potential Payments Upon Termination or Change in Control.

Perquisites

In general, we provide no perquisites for our NEOs. In certain circumstances, the Company pays for or reimburses spousal travel expenses where an executive’s spouse attends a business-related function. Given the nature of these functions and the benefits to the Company, the Company does not consider the payment of spousal travel expenses to be a perquisite. However, under SEC rules, the incremental cost of such travel by an NEO’s spouse is included as All Other Compensation for the NEO for the corresponding year in the Summary Compensation Table below.

Other Compensation Policies and Guidelines

Tax-Deductibility

Section 162(m) disallows a tax deduction by public companies for compensation over $1,000,000 paid to chief executive officers and certain other most highly compensated executive officers unless certain tests are met. While EIX’s first priority is to achieve its executive compensation objectives, it will generally attempt to design and administer its executive compensation program to preserve the deductibility of compensation payments. However, it may grant non-deductible compensation in circumstances it considers appropriate and no guarantees can be made that any compensation intended to constitute deductible performance-based compensation within the meaning of Section 162(m) will be deductible.

Under the EIX 2007 Performance Incentive Plan, non-qualified stock options, performance shares and annual incentive awards awarded to EIX NEOs are intended to constitute deductible performance-based compensation within the meaning of Section 162(m). However, restricted stock units are not deductible performance-based compensation within the meaning of Section 162(m). This follows EIX’s philosophy that its goal of preserving the deductibility of compensation is secondary in importance to achievement of its compensation objectives.

Stock Ownership Guidelines

To underscore the importance of linking executive and shareholder interests, the Company has adopted stock ownership guidelines that require the NEOs to own EIX Common Stock or equivalents in an amount ranging from two to six times their annual base salary. The stock ownership guidelines for EIX and SCE NEOs are as follows:

Mr. Craver – six times salary

Messrs. Scilacci, Pizarro, Litzinger, and Umanoff – three times salary

Ms. Rigatti and Messrs. Dietrich, Swartz, and Hemphill – two times salary

The NEOs are expected to achieve their ownership targets within five years from the date they became subject to the guidelines. EIX Common Stock owned outright, shares held in the 401(k) Plan, and vested and unvested restricted stock units which do not depend on performance measures are included in determining compliance with the guidelines. Shares that NEOs may acquire through the exercise or payout of stock options and performance shares are not included in determining compliance until the options or performance shares are exercised, or paid, as the case may be, and the shares are acquired. Based on ownership as of February 29, 2016, all of the NEOs meet their stock ownership requirements under these guidelines.

Hedging and Pledging Policy

Under the Company’s Insider Trading Policy, hedging related to Company securities, including EIX shares, is prohibited for all directors and employees, including NEOs. In addition, directors and EIX executive officers may not pledge Company securities as collateral for loans.

2016 Proxy Statement

35



Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Clawback Policy

In 2014, the Committee adopted an incentive compensation clawback policy that allows it or the Board to recoup incentive compensation if the Company restates its financial statements. The policy applies to cash or equity-based incentive compensation to current and former EIX and SCE NEOs and other executive officers that is paid, granted, vested or accrued in any fiscal year within the three-year period preceding the filing of the restatement (but only if the payment, grant, vesting or accrual occurs after December 10, 2014). The policy allows recoupment of the difference between the incentive compensation paid, granted, vested or accrued under the original results and the incentive compensation that would have been paid, granted, vested or accrued under the restated results. The policy can be enforced by reducing or cancelling outstanding and future incentive compensation, and by a claim for repayment.

The SEC and NYSE are expected to provide rules requiring public companies to adopt clawback policies to recover incentive compensation overpayments from executive officers under certain conditions involving accounting restatements. When this guidance is received, the Committee or the Board will review the existing clawback policy and determine whether changes are needed.

Compensation Committee Report

The Committee has reviewed and discussed with management the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and the discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis section be included in the Company’s 2015 Annual Report and this Proxy Statement.

Brett White, Chair
Vanessa C.L. Chang
Richard T. Schlosberg, III
Peter J. Taylor

Compensation Committee Interlocks and Insider Participation

All Committee members whose names appear on the Compensation Committee Report above were Committee members during all of 2015. Former Board member Luis G. Nogales was a Committee member until he retired in April 2015. Under applicable SEC rules, there were no interlocks or insider participation on the Committee.

36

2016 Proxy Statement




Table of Contents

EXECUTIVE COMPENSATION


Summary Compensation Tables

The following tables present information regarding compensation of the EIX and SCE NEOs for service during 2015, and for 2014 and/or 2013 for individuals who were also NEOs in those years. The tables were prepared in accordance with SEC requirements. The total compensation presented below does not necessarily reflect the actual total compensation received by our NEOs. The amounts under “Stock Awards” and “Option Awards” do not represent the actual amounts paid to or realized by our NEOs for these awards during 2013-2015, but represent the aggregate grant date fair value of awards granted in those years for financial reporting purposes. Likewise, the amounts under “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” do not reflect amounts paid to or realized by our NEOs during 2013-2015.

EIX Summary Compensation Table – Fiscal Years 2013, 2014 and 2015

Name and Principal
Position
Year Salary
($)
  Bonus
($)
Stock
Awards(1)
($)
Option
Awards(2)
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings(3)
($)
All Other
Compensation(4)
($)
Total
($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
    Theodore F. Craver, Jr.
EIX Chairman of the Board,
President and CEO
     2015       1,241,954             2,968,833       2,968,752       1,659,738       2,081,101       194,389       11,114,767    
2014 1,200,000 2,700,105 2,700,005 2,759,952 4,708,778 163,843 14,232,683
  2013 1,200,000   2,700,109 2,700,004   2,142,450 875,885 183,008 9,801,456
W. James Scilacci
EIX Executive Vice
President and CFO
2015 620,977 656,357 656,253 461,125 974,465 62,594 3,431,771  
  2014   600,000 585,038 585,002 798,000 2,609,953 53,004 5,230,997
2013 596,705 585,052 585,001 567,000 185,351 53,034 2,572,143
Pedro Pizarro
SCE President
2015   662,931 843,867 843,756 520,931 6,052 45,653 2,923,190
  2014 151,724 585,196 585,006   148,690 762,977   7,080   2,240,673
Ronald L. Litzinger
EIX Executive Vice
President and Edison
Energy Group President
2015 600,000 630,049 630,005 483,000 932,224   61,325 3,336,603
2014 597,529   585,038 585,002 798,000   2,465,664 53,241 5,084,474
2013 581,705   570,475   570,379 580,466 80,004 51,688 2,434,717
Adam S. Umanoff
EIX Executive Vice
President and General
Counsel
2015 537,931 631,860 631,804 454,686 110,007 32,400 2,398,688
 
 
(1) Stock awards consist of performance shares and restricted stock units granted under the 2007 Performance Incentive Plan in the year indicated. The performance share and restricted stock unit amounts shown in the EIX Summary Compensation Table reflect the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. For performance shares, the value is reported as of the grant date based on the probable outcome of performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the assumptions and methodologies used to calculate these amounts, see the discussion contained in (i) Note 8 (Compensation and Benefit Plans) to EIX’s Consolidated Financial Statements, included as part of the Company’s 2015 Annual Report and (ii) similar footnotes to EIX’s Consolidated Financial Statements for prior years when the awards were granted.

2016 Proxy Statement

37



Table of Contents

EXECUTIVE COMPENSATION

The table below shows the maximum value of performance share awards included in the EIX Summary Compensation Table at the grant date assuming that the highest level of performance conditions will be achieved. For the grant date fair value of each award based on the probable outcome of the applicable performance conditions, see the “Grants of Plan-Based Awards” table below. The 2013 performance share awards vested as of December 31, 2015; see the “Option Exercises and Stock Vested” table below for the value realized when they vested. The performance periods for the 2014 and 2015 performance shares have not ended.

Name Maximum
Performance Share
Potential as of
Grant Date for 2015
Awards
($)
Maximum
Performance Share
Potential as of
Grant Date for 2014
Awards
($)
Maximum
Performance Share
Potential as of
Grant Date for 2013
Awards
($)
        Theodore F. Craver, Jr.       2,968,825       2,700,165       2,700,173   
W. James Scilacci   656,397   585,058   585,047
  Pedro Pizarro 843,953 456,145  
Ronald L. Litzinger 630,034 585,058 570,535
Adam Umanoff 631,872
(2) Option awards consist of non-qualified stock options granted under the 2007 Performance Incentive Plan in the year indicated. The option amounts shown in the EIX Summary Compensation Table reflect the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate these amounts, see the discussion of options contained in (i) Note 8 (Compensation and Benefit Plans) to EIX’s Consolidated Financial Statements, included as part of the Company’s 2015 Annual Report and (ii) similar footnotes to EIX’s Consolidated Financial Statements for prior years when the awards were granted.
(3) The reported amounts for 2015 include: (i) 2015 interest on deferred compensation account balances considered under SEC rules to be at above-market rates for Mr. Craver $335,520; Mr. Scilacci $136,393; Mr. Pizarro $6,052; Mr. Litzinger $73,437; and Mr. Umanoff $2,077; and (ii) the 2015 aggregate change in the actuarial present value of the accumulated benefit under the SCE Retirement Plan and the EIX Executive Retirement Plan for Mr. Craver $1,745,581; Mr. Scilacci $838,072; Mr. Pizarro ($8,143); Mr. Litzinger $858,787; and Mr. Umanoff $107,930. Since Mr. Pizarro’s pension value decreased, in accordance with SEC rules it is not included in the amount reported for him in column (h) of the EIX Summary Compensation Table.
(4) Amounts reported for 2015 represent Company contributions to the 401(k) Plan and the Executive Deferred Compensation Plan for each NEO other than Mr. Craver. For Mr. Craver, the amount reported for 2015 includes $160,106 for Company contributions to the 401(k) Plan and the Executive Deferred Compensation Plan, a $10,000 charitable matching gift under the Director Matching Gift Program described in footnote (5) to the Director Compensation Table above, and $24,283 in transportation expenses for Mr. Craver’s spouse when she traveled with Mr. Craver and attended business-related functions. EIX does not consider payment of these business-related travel expenses to be a perquisite given the benefits to the Company of her attendance at the functions.

SCE Summary Compensation Table – Fiscal Years 2013, 2014 and 2015

Name and Principal
Position
Year Salary
($)
Bonus
($)
Stock
Awards(1)
($)
Option
Awards(2)
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings(3)
($)
All Other
Compensation(4)
($)
Total
($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
   Pedro J. Pizarro
SCE President
    2015     662,931           843,867      843,756      520,931      6,052      45,653      2,923,190   
2014 151,724 585,196 585,006 148,690 762,977 7,080 2,240,673
Maria Rigatti
SCE Senior Vice President
and CFO
2015 315,000 170,178 170,100 209,199 14,867 47,935 927,279
2014 136,379 141,856 141,756 110,263 342,536 29,507 902,297
Peter T. Dietrich
SCE Senior Vice President
2015 480,000 216,090 216,004 263,340 167,704 116,550 1,459,688
2014 480,000 237,712 237,605 388,080 370,877 116,630 1,830,904
2013 477,611 280,933 280,805 617,178 163,156 372,994 2,192,677
Russell C. Swartz
SCE Senior Vice President
and General Counsel
2015 362,000 163,013 162,903 219,508 60,518 25,517 993,459
  2014 362,000 163,011 162,906 320,551 871,160 24,470 1,904,098
2013 360,138 163,005 162,901 295,664 137,588 24,284 1,143,580
Stuart R. Hemphill
SCE Senior Vice President
2015 336,700 151,574 151,518 204,166 108,367 29,146 981,471
2014 336,700 151,600 151,518 272,222 933,055 27,327 1,872,422
2013 336,700 151,615 151,516 237,500 32,713 28,077 938,121
(1) Stock awards consist of performance shares and restricted stock units granted under the 2007 Performance Incentive Plan in the year indicated. The performance share and restricted stock unit amounts shown in the SCE Summary Compensation Table reflect the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. For performance shares, the value is reported as of the grant date based on the probable outcome of performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the assumptions and methodologies used to calculate these amounts, see the discussion contained in (i) Note 8 (Compensation and Benefit Plans) to EIX’s Consolidated Financial Statements, included as part of the Company’s 2015 Annual Report and (ii) similar footnotes to EIX’s Consolidated Financial Statements for prior years when the awards were granted.

38

2016 Proxy Statement




Table of Contents

EXECUTIVE COMPENSATION

The table below shows the maximum value of performance share awards included in the SCE Summary Compensation Table at the grant date assuming that the highest level of performance conditions will be achieved. For the grant date fair value of each award based on the probable outcome of the applicable performance conditions, see the “Grants of Plan-Based Awards” table below. The 2013 performance share awards vested as of December 31, 2015; see the “Option Exercises and Stock Vested” table below for the value realized when they vested. The performance periods for the 2014 and 2015 performance shares have not ended.

  Name Maximum
Performance Share
Potential as of
Grant Date for 2015
Awards
($)
Maximum
Performance Share
Potential as of
Grant Date for 2014
Awards
($)
Maximum
Performance Share
Potential as of
Grant Date for 2013
Awards
($)
        Pedro J. Pizarro       843,953       456,145         
Maria Rigatti 170,223 141,900    
  Peter T. Dietrich   216,169   237,722 280,973
Russell C. Swartz 163,030   163,055 163,021
Stuart R. Hemphill 151,623 151,652 151,681
(2) Option awards consist of non-qualified stock options granted under the 2007 Performance Incentive Plan in the year indicated. The option amounts shown in the SCE Summary Compensation Table reflect the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate these amounts, see the discussion of options contained in (i) Note 8 (Compensation and Benefit Plans) to EIX’s Consolidated Financial Statements, included as part of the Company’s 2015 Annual Report and (ii) similar footnotes to EIX’s Consolidated Financial Statements for prior years when the awards were granted.
(3) The reported amounts for 2015 include: (i) 2015 interest on deferred compensation account balances considered under SEC rules to be at above-market rates for Mr. Pizarro $6,052; Ms. Rigatti $1,321; Mr. Dietrich $28,078; Mr. Swartz $60,518; and Mr. Hemphill $23,821; and (ii) the 2015 aggregate change in the actuarial present value of the accumulated benefit under the SCE Retirement Plan and the EIX Executive Retirement Plan for Mr. Pizarro ($8,143); Ms. Rigatti $13,546; Mr. Dietrich $139,626; Mr. Swartz ($9,929); and Mr. Hemphill $84,546. If an NEO’s pension value decreased, in accordance with SEC rules it is not included in the amount reported for the NEO in column (h) of the SCE Summary Compensation Table.
(4) Amounts reported for 2015 represent Company contributions to the 401(k) Plan and the Executive Deferred Compensation Plan for each NEO other than Ms. Rigatti and Mr. Dietrich. For Ms. Rigatti, the amount reported for 2015 includes $22,935 for Company contributions to the 401(k) Plan and the Executive Deferred Compensation plan, and $25,000 that was paid pursuant to the terms of her employment offer in 2014. For Mr. Dietrich, the amount reported for 2015 includes $41,550 of Company contributions to the 401(k) Plan and the Executive Deferred Compensation Plan, and $75,000 that was paid pursuant to the terms of his employment offer in 2010.

2016 Proxy Statement

39



Table of Contents

EXECUTIVE COMPENSATION

Grants of Plan-Based Awards

The following tables present information regarding the incentive plan awards granted to the EIX and SCE NEOs during 2015 under the EIX 2007 Performance Incentive Plan and the potential 2015 target and maximum amount of performance-based annual incentive awards payable under the 162(m) Program or the EIX Executive Incentive Compensation Plan (EICP). See the CD&A above for further information regarding award terms reported in the tables below and for discussions regarding NEO stock ownership guidelines, dividends paid on equity awards, and allocations between short-term and long-term compensation.

EIX Grants of Plan-Based Awards Table – Fiscal Year 2015

Grant
Date
Date of
Committee
Action

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(1)

Estimated Future Payouts
Under Equity Incentive
Plan Awards
(2)

All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock
and
Option
Awards(3)
($)
Name Threshold
($)
Target
($)
Maximum
($)
Threshold
Number
of Shares
of Stock
or Units
(#)
Target
Number
of Shares
of Stock
or Units
(#)
Maximum
Number
of Shares
of Stock
or Units
(#)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)
   Theodore F. Craver, Jr.                                                                           
Stock Options 3/2/2015 2/25/2015 392,692 63.72 2,968,752
TSR Performance Shares 3/2/2015 2/25/2015 2,355 9,420 18,840 742,202
EPS Performance Shares 3/2/2015 2/25/2015 2,912 11,648 23,296 742,211
Restricted Stock Units 3/2/2015 2/25/2015 23,296 1,484,421
Annual Incentive N/A 1,437,500 2,875,000
W. James Scilacci
Stock Options 3/2/2015 2/25/2015 86,806 63.72 656,253
  TSR Performance Shares 3/2/2015 2/25/2015 521 2,083 4,166 164,120
EPS Performance Shares 3/2/2015 2/25/2015 644 2,575 5,150 164,079
Restricted Stock Units 3/2/2015 2/25/2015 5,150 328,158
Annual Incentive N/A 437,500 875,000
Pedro J. Pizarro
Stock Options 3/2/2015 2/25/2015 111,608 63.72 843,756
TSR Performance Shares 3/2/2015 2/25/2015 670 2,678 5,356 211,000
EPS Performance Shares 3/2/2015 2/25/2015 828 3,311 6,622 210,977
Restricted Stock Units 3/2/2015 2/25/2015 6,621 421,890
Annual Incentive N/A 472,500 945,000    
Ronald L. Litzinger  
Stock Options 3/2/2015 2/25/2015   83,334 63.72 630,005
TSR Performance Shares 3/2/2015 2/25/2015 500 1,999 3,998 157,501
EPS Performance Shares   3/2/2015 2/25/2015 618 2,472 4,944 157,516
Restricted Stock Units 3/2/2015 2/25/2015             4,944     315,032
Annual Incentive     N/A 420,000   840,000  
Adam S. Umanoff    
Stock Options 3/2/2015 2/25/2015 83,572 63.72 631,804
TSR Performance Shares 3/2/2015 2/25/2015 501 2,005 4,010 157,974
EPS Performance Shares 3/2/2015 2/25/2015 620 2,479 4,958 157,962
Restricted Stock Units 3/2/2015 2/25/2015 4,958 315,924
Annual Incentive N/A 378,000 756,000
(1) Maximum amounts reported reflect 200% of the applicable annual incentive target under the EICP and are lower than the maximum annual incentive award payable under the 162(m) Program to participating NEOs; NEOs who participate in the 162(m) Program receive the applicable award under the EICP if it is less than the applicable maximum under the 162(m) Program. For information regarding the description of performance-based conditions under the 162(m) Program and the EICP, see “Annual Incentive Awards” in the CD&A above.
(2) Half of each NEO’s 2015 performance share award value was granted in performance shares subject to a TSR vesting metric and the other half of the award value was granted in performance shares subject to an EPS vesting metric. The TSR and EPS components of each NEO’s award are subject to different threshold and other vesting requirements. In order to reflect these differences, the table above reports the TSR and EPS components of each NEO’s 2015 performance share award as separate awards. See “Long-Term Incentive Awards” in the CD&A above for information regarding the terms of the awards, the description of performance based vesting conditions, and the criteria for determining the amounts payable.
(3) The amounts shown for options, performance shares, and restricted stock units represent the grant date fair value of the awards in 2015 determined in accordance with FASB ASC Topic 718. There is no guarantee that, if and when the awards vest, they will have this value. Assumptions used in the calculation of these amounts are referenced in footnotes (1) and (2) to the EIX Summary Compensation Table.

40

2016 Proxy Statement




Table of Contents

EXECUTIVE COMPENSATION

SCE Grants of Plan-Based Awards Table – Fiscal Year 2015

Grant
Date
Date of
Committee
Action

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(1)

Estimated Future Payouts
Under Equity Incentive
Plan Awards
(2)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock and
Option
Awards(3)
($)
Name Threshold
($)
Target
($)
Maximum
($)
Threshold
Number
of Shares
of Stock
or Units
(#)
Target
Number
of Shares
of Stock
or Units
(#)
Maximum
Number
of Shares
of Stock
or Units
(#)
(a)  (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)
   Pedro J. Pizarro                                                                           
Stock Options 3/2/2015 2/25/2015 111,608 63.72 843,756
TSR Performance Shares 3/2/2015 2/25/2015 670 2,678 5,356 211,000
EPS Performance Shares 3/2/2015 2/25/2015 828 3,311 6,622 210,977
Restricted Stock Units 3/2/2015 2/25/2015 6,621 421,890
Annual Incentive N/A 472,500 945,000
Maria Rigatti
Stock Options 3/2/2015 2/25/2015 22,500 63.72 170,100
TSR Performance Shares 3/2/2015 2/25/2015 135 540 1,080 42,547
EPS Performance Shares 3/2/2015 2/25/2015 167 668 1,336 42,565
Restricted Stock Units 3/2/2015 2/25/2015 1,335 85,066
Annual Incentive N/A 173,250 346,500
Peter T. Dietrich
Stock Options 3/2/2015 2/25/2015 28,572 63.72 216,004
TSR Performance Shares 3/2/2015 2/25/2015 172 686 1,372 54,050
EPS Performance Shares 3/2/2015 2/25/2015 212 848 1,696 54,035
Restricted Stock Units 3/2/2015 2/25/2015 1,695   108,005
Annual Incentive N/A 264,000 528,000
Russell C. Swartz      
Stock Options 3/2/2015 2/25/2015   21,548 63.72 162,903
TSR Performance Shares 3/2/2015   2/25/2015       129 517 1,034   40,734
EPS Performance Shares   3/2/2015 2/25/2015   160 640   1,280 40,781
Restricted Stock Units 3/2/2015 2/25/2015         1,279 81,498
Annual Incentive N/A 199,100 398,200        
Stuart R. Hemphill  
Stock Options 3/2/2015 2/25/2015 20,042 63.72 151,518
TSR Performance Shares 3/2/2015 2/25/2015 120 481 962 37,898
EPS Performance Shares 3/2/2015 2/25/2015 149 595 1,190 37,913
Restricted Stock Units 3/2/2015 2/25/2015 1,189 75,763
Annual Incentive N/A 185,185 370,370
(1) Maximum amounts reported reflect 200% of the applicable annual incentive target under the EICP and are lower than the maximum annual incentive award payable under the 162(m) Program to participating NEOs; NEOs who participate in the 162(m) Program receive the applicable award under the EICP if it is less than the applicable maximum under the 162(m) Program. For information regarding the description of performance-based conditions under the 162(m) Program and the EICP, see “Annual Incentive Awards” in the CD&A above.
(2) Half of each NEO’s 2015 performance share award value was granted in performance shares subject to a TSR vesting metric and the other half of the award value was granted in performance shares subject to an EPS vesting metric. The TSR and EPS components of each NEO’s award are subject to different threshold and other vesting requirements. In order to reflect these differences, the table above reports the TSR and EPS components of each NEO’s 2015 performance share award as separate awards. See “Long-Term Incentive Awards” in the CD&A above for information regarding the terms of the awards, the description of performance based vesting conditions, and the criteria for determining the amounts payable.
(3) The amounts shown for options, performance shares, and restricted stock units represent the grant date fair value of the awards in 2015 determined in accordance with FASB ASC Topic 718. There is no guarantee that, if and when the awards vest, they will have this value. Assumptions used in the calculation of these amounts are referenced in footnotes (1) and (2) to the SCE Summary Compensation Table.

2016 Proxy Statement

41



Table of Contents

EXECUTIVE COMPENSATION

Outstanding Equity Awards at Fiscal Year-End

The following tables present information regarding the outstanding equity awards held by the EIX and SCE NEOs at the end of 2015. Outstanding equity awards consist of non-qualified stock options, performance shares, and restricted stock units. Column (d) “Equity Incentive Plan Awards” has been omitted in accordance with SEC rules because no such awards were outstanding at the end of 2015.

EIX Outstanding Equity Awards Table – Fiscal Year-End 2015

Option Awards

Stock Awards

Name Grant
Date
Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#)
Option
Exercise
Price
($)
Option
Expiration
Date(1)
Number
of Shares
or Units
of Stock
That
Have Not
Vested(2)
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(2)(3)
($)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(4)
(#)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have
Not Vested(3)(4)
($)
(a) (b) (c) (e) (f) (g) (h) (i) (j)
   Theodore F.        3/1/2006     60,020         44.295     1/4/2016                   
Craver, Jr. 3/5/2007 84,699 47.410 1/3/2017
3/3/2008 87,793 49.950 1/2/2018
6/30/2008 23,149 51.380 1/2/2018
9/30/2008 240,385 39.900 1/2/2018
3/3/2009 498,349 24.840 1/2/2019
3/3/2010 461,129 33.300 1/2/2020
3/3/2011 440,361 37.960 1/4/2021
  3/5/2012 511,495 125,933 43.100 1/3/2022
3/1/2013 377,799 283,614 48.480 1/3/2023
3/3/2014   94,538 392,692 51.900 1/2/2024 37,462 2,218,121
3/2/2015 125,933   63.720   1/2/2025   33,670 1,993,625
W. James 3/1/2006 15,926 44.295 1/4/2016
Scilacci 3/5/2007 19,902 47.410 1/3/2017  
3/3/2008 25,788 49.950 1/2/2018  
9/30/2008 48,354 39.900 1/2/2018
3/3/2010 107,597 33.300 1/2/2020
3/3/2011 96,986 37.960 1/4/2021  
3/5/2012 108,334 43.100 1/3/2022
3/1/2013 81,857 27,285 48.480 1/3/2023
3/3/2014 20,484 61,449 51.900 1/2/2024 5,948 352,190 8,117 480,605
3/2/2015 86,806 63.720 1/2/2025 5,300 313,827 7,444 440,760
Pedro J. 12/31/2014 16,470 49,409 65.480 1/2/2024 4,598 272,268 6,054 358,433
Pizarro 3/2/2015 111,608 63.720 1/2/2025 6,814 403,466 9,571 566,717
Ronald L. 3/5/2007 24,107 47.410 1/3/2017
Litzinger 3/3/2008 28,242 49.950 1/2/2018
6/30/2008 32,932 51.380 1/2/2018
3/3/2009 106,939 24.840 1/2/2019
3/3/2010 90,676 33.300 1/2/2020
3/3/2011 102,908 37.960 1/4/2021
3/5/2012 110,809 43.100 1/3/2022
3/1/2013 79,811 26,603 48.480 1/3/2023
3/3/2014 20,484 61,449 51.900 1/2/2024 5,948 352,190 8,117 480,605
3/2/2015 83,334 63.720 1/2/2025 5,088 301,274 7,146 423,088
Adam S. 3/2/2015 83,572 63.720 1/2/2025 5,103 302,127 7,166 424,306
Umanoff

42

2016 Proxy Statement




Table of Contents

EXECUTIVE COMPENSATION

(1) Subject to each NEO’s continued employment, each unvested stock option grant becomes vested in equal annual installments over a four-year vesting period, with the first installment vesting on January 2 in the year following the year in which the grant occurs and the following three installments vesting on the next three anniversaries of that date (if January 2 falls on a holiday or weekend, then vesting occurs either on the preceding business day or the next business day on which the New York Stock Exchange is open, depending on the terms applicable to the grant).
(2) Subject to each NEO’s continued employment, restricted stock units become vested and payable on January 2 at the end of a three-year vesting period beginning with the year in which the grant occurs (if January 2 falls on a holiday or weekend, then vesting occurs on the preceding business day on which the New York Stock Exchange is open).
(3) The values shown in columns (h) and (j) of the table are determined by multiplying the number of shares or units reported in column (g) or (i), respectively, by the closing price of EIX Common Stock on December 31, 2015.
(4) Subject to each NEO’s continued employment, approximately half of each NEO’s 2014 and 2015 performance share grants become earned and vested based on EIX’s comparative TSR during the relevant three-year performance period (“TSR Performance Shares”) and the remainder become earned and vested based on EIX’s average annual core earnings per share measured against target levels for the three calendar years in the relevant performance period (“EPS Performance Shares”). The number of performance shares included for each NEO in column (i) of the table above is the aggregate number of shares that may become earned if EIX’s TSR for the applicable performance period is at the 50th percentile of the comparison group of companies and EIX’s earnings per share are equal to or greater than 120% of the target level each year in the performance period. These are the target number of TSR Performance Shares and maximum (i.e., 200% of target) numbers of EPS Performance Shares that may become payable (including shares added by reinvestment of dividend equivalents) for the 2014 and 2015 grants.

SCE Outstanding Equity Awards Table – Fiscal Year-End 2015

Option Awards

Stock Awards

Name Grant
Date
Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#)
Option
Exercise
Price
($)
Option
Expiration
Date(1)
Number
of Shares
or Units
of Stock
That
Have Not
Vested(2)
(#)
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested(2)(3)
($)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(4)
(#)
Equity
Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested(3)(4)
($)
(a) (b) (c) (e) (f) (g) (h) (i) (j)
Pedro J.        12/31/2014     16,470     49,409     65.480     1/2/2024     4,598     272,268     6,054     358,433   
   Pizarro 3/2/2015 111,608 63.720 1/2/2025 6,814 403,466 9,571 566,717
Maria Rigatti 9/30/2014 4,597 13,789 55.920 1/2/2024 1,313 77,741 1,758 104,104
3/2/2015 22,500 63.720 1/2/2025 1,374 81,351 1,931 114,318
Peter T. 3/5/2012 12,039 43.100 1/3/2022
Dietrich 3/1/2013 39,292 13,097 48.480 1/3/2023
3/3/2014 8,320 24,958 51.900 1/2/2024 2,417 143,101 3,298