DEF 14A 1 edison3497151-def14a.htm DEFINITIVE PROXY STATEMENT

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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. )

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Edison International

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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LETTER FROM OUR
INDEPENDENT CHAIR

2244 Walnut Grove Avenue
Rosemead, California 91770

March 15, 2019

Dear Shareholder:

    
 

On behalf of the Board of Directors, I am pleased to invite you to attend the Edison International and Southern California Edison Company Annual Meeting of Shareholders. The Annual Meeting will be held on Thursday, April 25, 2019, at 9:00 a.m., Pacific Time, at the Hilton Los Angeles/San Gabriel Hotel, 225 West Valley Blvd., San Gabriel, California 91776.

The Proxy Statement contains details of the business to be conducted at the Annual Meeting and provides information about the Board of Directors’ role in our corporate governance and executive compensation program.

Board Composition and Diversity

At the Annual Meeting, shareholders will vote on whether to re-elect each of our directors. The Board values the diversity of skills, backgrounds, gender and ethnicity of our directors. This diversity is highlighted in our proxy statement. We have welcomed two new directors since our last Annual Meeting. Keith Trent, who joined in October, brings electric utility operations and safety experience to the Board from his time at Duke Energy. Jeanne Beliveau-Dunn, who joined in February 2019, brings technology and digital transformation expertise and gender diversity to the Board. They join a Board comprised of accomplished leaders with diverse perspectives on the Company’s business and strategy. The director biographies included in the Proxy Statement highlight the experience, qualifications, attributes, and skills represented on the Board.

Key Areas of Oversight

The Board is responsible for providing effective oversight of management in the development and execution of Company strategy, risk management, and opportunities for growth in an effort to create long-term, sustainable value for our stakeholders. The Proxy Statement describes the Board’s oversight role in several key areas, including:

Strategy
Risk management
Safety
Cybersecurity
Environmental, social and governance
Executive compensation

The Board has aligned the interests of our executives and stakeholders by designing an executive compensation program that strongly links executive pay with Company performance. We encourage you to learn more about our executive compensation in the Proxy Statement.

Your Vote is Important

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. We urge you to promptly vote your proxy via the Internet, by telephone, or by signing, dating and returning the Proxy Card if you received materials by mail.

If you receive more than one copy of the Notice of Internet Availability of proxy materials 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 24 deadline (April 23 for shares held in the Edison 401(k) Savings Plan).

On behalf of the Board of Directors, thank you for your continued investment in the Company.


William P. Sullivan
Independent Chair


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LETTER FROM OUR
CHIEF EXECUTIVE OFFICER

 

March 15, 2019

Dear Shareholder:

    
 

Thank you for your investment in our Company. During the Annual Meeting, I will report on the Company’s strategy, performance, opportunities and challenges, and respond to questions from shareholders. In 2018, Edison International and Southern California Edison continued to work through the challenges created by the “new normal” of California wildfires. While GAAP earnings were impacted by an accounting reserve related to the 2017 and 2018 wildfires and mudslides, core financial results were strong and we provided our 15th consecutive annual dividend increase. We continue to implement our clean energy strategy and address the challenges of California wildfires catalyzed by climate change.

Our strategic vision is to grow our core utility business, establish best-in-class operations and pursue growth beyond SCE to provide superior value to our customers and top quartile financial performance to our shareholders. At SCE this means we will lead the transformation of the electric power industry by building a modernized and more reliable grid, focusing on opportunities in clean energy and efficient electrification, and enabling customers' technology choices. Our strategy is designed to strengthen and grow our business to provide long-term value to our stakeholders. While we continue to make progress on our clean energy strategy, combating wildfire threats and doing so safely is the Company’s top priority.

We are focused on both policymaking and operations activity that will protect and mitigate against wildfire risk and improve California’s wildfire liability and cost recovery framework for investor-owned utilities. We continue to actively engage with state and federal officials, and stakeholders across the economy, to develop sustainable standards that link company actions to cost recovery. In addition, we are enhancing our wildfire safety and risk mitigation measures to reduce the risk of future wildfires, which include:

Further hardening our grid infrastructure to reduce potential fire ignitions caused by the electric system;
Bolstering situational awareness capabilities by deploying weather stations, advanced weather modeling software and computer hardware, and high-definition cameras, which should improve our ability to anticipate and respond to high wildfire risk conditions; and
Enhancing our operational practices through more proactive vegetation management, enhanced inspections, and temporary power shutoffs during high risk conditions.

These measures are described in our 2019 Wildfire Mitigation Plan, recently filed with the California Public Utilities Commission. The plan is intended to address and greatly reduce fire ignitions caused by utility infrastructure. It also is intended to further fortify the electric system against the increasing threat of extreme conditions driven by climate change and the impacts of wildfires if they occur.

As described in the Proxy Statement, our Board of Directors is actively involved in guiding our wildfire prevention, mitigation and response activities as an integral part of its oversight of our strategy, risk, and environmental, social and governance practices. In light of the impact of wildfires on communities within SCE’s service territory, the Compensation Committee decided, in consultation with management and with our full support and agreement, that no annual incentive would be paid for 2018 to me and my four senior-most executive colleagues. This Committee action was not a reflection on the performance of the company or these individuals. In addition, the full Board approved a $3 million donation to the Edison International Wildfire Assistance Fund to help communities recovering from wildfires and to enhance community resiliency and wildfire prevention and mitigation. We hope our shareholders will agree that this use of your resources will have a positive impact on our communities and is worth doing in this exceptional and challenging period in our region’s history.

Thank you for your commitment to the Company and continued support of our clean energy future.


Pedro J. Pizarro
President and Chief
Executive Officer


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NOTICE OF 2019 ANNUAL
MEETING OF SHAREHOLDERS

Items to Be Voted On By Edison
International
(“EIX”)
Shareholders
By Southern California
Edison Company
(“SCE”) Shareholders
Board
Recommendation
1 Election of Directors      12 Nominees      13 Nominees     
Jeanne Beliveau-Dunn For
Michael C. Camuñez For
Vanessa C.L. Chang For
James T. Morris For
Timothy T. O’Toole For
Kevin M. Payne For
Pedro J. Pizarro For
Linda G. Stuntz For
William P. Sullivan For
Ellen O. Tauscher For
Peter J. Taylor For
Keith Trent 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 Shareholder Proposal Regarding Proxy Access Against

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

Dated: March 15, 2019
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

Meeting Information

 

   

Date

Thursday, April 25, 2019

 

Time

9:00 a.m., Pacific Time

 

Location

Hilton Los Angeles/ San Gabriel Hotel 225 West Valley Blvd. San Gabriel, California 91776

     

Record Date

Only shareholders at the close of business on March 4, 2019 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.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON APRIL 25, 2019:

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.



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TABLE OF CONTENTS

LETTER FROM OUR INDEPENDENT CHAIR       i
 
LETTER FROM OUR CHIEF EXECUTIVE OFFICER ii
 
NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS iii
 
PROXY SUMMARY 1
 
ITEM 1: ELECTION OF DIRECTORS 4
 
Our Corporate Governance 11
Board Committees 19
Director Compensation 21
Our Stock Ownership 24
 
ITEM 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 26
 
Independent Auditor Fees 27
Audit Committee Report 28
 
ITEM 3: ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION 29
 
COMPENSATION DISCUSSION AND ANALYSIS 30
 
Compensation Summary 30
What We Pay and Why: Elements of Total Direct Compensation 35
How We Make Compensation Decisions 43
Post-Employment and Other Benefits 46
Other Compensation Policies and Guidelines 47
Compensation Committee Report 49


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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 and Clean Energy Strategy

EIX’s core business is conducted by its subsidiary SCE, a rate-regulated electric utility that supplies electric energy to approximately 15 million people in a 50,000 square-mile area of southern California. We are building a modern electricity company that allows customers to take control of their energy consumption by providing safe, smart, flexible, reliable, and affordable services. Our strategy is to grow our core utility business, establish best-in-class operations and pursue growth beyond SCE to provide superior value to our customers and top quartile financial performance to our shareholders. At SCE, we are focused on four strategic priorities as we address the challenges of California wildfires catalyzed by climate change.

Cleaning the power system through continued leadership in procurement of renewable power

     

Helping customers make cleaner energy choices, including renewable distributed energy resources such as roof top solar, electric transportation, and energy efficiency programs

     

Strengthening and modernizing the electric grid

     

Achieving operational and service excellence and doing so safely

This strategy, reviewed and overseen by the Board, is intended to provide a foundation for long-term sustainable growth and shareholder value.

We remain focused on supporting California’s goal to cut greenhouse gas emissions to 40 percent below 1990 levels by 2030 and ultimately to reduce emissions to 80 percent below 1990 levels by 2050. We believe in a clean energy future, and are developing smart solutions to society’s climate and energy challenges.

More information on our strategy is included in our Annual Report.

Financial Results

Significant financial results for EIX include:

The annual dividend rate increased from $2.42 per share in 2018 to $2.45 per share in 2019;
EIX’s stock price decreased approximately 10% in 2018, compared to a 0.2% average stock price decrease for the Philadelphia Utility Index.
One-year (2018) total shareholder return (“TSR”) of -6.7% was below the Philadelphia Utility Index TSR of 3.5%.
Three-year (2016-2018) TSR of 5.5% was below the Philadelphia Utility Index TSR of 37.1%.
Five-year (2014-2018) TSR of 42.4% was below the Philadelphia Utility Index TSR of 65.7%.

Our stock price and relative TSR have been impacted by California’s regulatory and legislative framework for wildfire liability and cost recovery. For more information about our efforts to protect and mitigate against wildfire risk and improve California’s framework, see the Company’s Annual Report.

See the Compensation Discussion and Analysis below for information on how our executive compensation program aligns our executives’ earning opportunity with shareholder value creation.


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PROXY SUMMARY

Director Nominees

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

  Director
Since
  Industry
Experience

Committees
Memberships

Other
Public Co.
Boards
Mandatory
Retirement
Date
Name       Age                   Diversity       A&F       CEP       NCG

     

S&O            

Jeanne Beliveau-Dunn
Independent Director

59

2019

Technology

White/
Female

1

2032

Michael C. Camuñez
Independent Director

50

2017

Law/
Government

Hispanic/
Male/LGBT

1

2042

Vanessa C.L. Chang
Independent Director

66

2007

Accounting/
Real Estate

Asian/
Female

3 2025

James T. Morris
Independent Director

59

2016

Insurance

White/
Male

1

2032

Timothy T. O’Toole
Independent Director

63

2017

Transportation

White/
Male

0

2028

Kevin M. Payne
SCE CEO
SCE Nominee Only

58

2016

Electric
Utilities

White/
Male

0

Pedro J. Pizarro
EIX CEO

53

2014

Electric
Utilities

Hispanic/
Male

0

Linda G. Stuntz
Independent Director

64

2014

Law/Utility
Regulation

White/
Female

1 2027

William P. Sullivan
EIX Chair
Independent Director

69

2015

Information
Technology/
Biotechnology

White/
Male

1

2022

Ellen O. Tauscher
Independent Director

67

2013

Government/
Finance

White/
Female

1

2024

Peter J. Taylor
Independent Director

60

2011

Finance

African
American/
Male

1

2031

Keith Trent
Independent Director

59

2018

Electric
Utilities

White/
Male

1

2032

Brett White
Independent Director

59

2007

Commercial
Real Estate

White/
Male

1

2032


A&F    Audit and Finance Committee         

Member

CEP Compensation and Executive Personnel Committee

Chair

NCG Nominating/Corporate Governance Committee

Financial Expert

S&O Safety and Operations Committee

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PROXY SUMMARY

Corporate Governance and Compensation Highlights

EIX BOARD CHARACTERISTICS AND DIVERSITY

12 Total Directors

INDEPENDENCE

11 are Independent

DIVERSITY
4 are Female

4 are Ethnically Diverse

1 Self-Identifies as LGBT

AGE
60.7 YEARS
Average Age

TENURE
4.6 YEARS
Average Tenure

       

BOARD GOVERNANCE

Independent EIX Board Chair
Independent Board Committees
Regular Independent Director Executive Sessions
Oversight of Key Enterprise Risks, including Cybersecurity
Oversight of Strategy and Corporate Goals
Oversight of Environmental, Social and Governance (“ESG”) Issues
Director Orientation and Continuing Education
Annual Board and Committee Evaluations
Annual CEO Succession Planning
Director Retirement at Age 72
     

EXECUTIVE COMPENSATION

Majority of Executive Compensation “At Risk” and Aligned with Shareholder Interests
Annual Incentives Based Mostly on Quantitative Targets
Incentive Compensation Clawback Policy
Anti-Hedging and Anti-Pledging Policies
Stock Ownership Guidelines for Directors and Officers
No Employment Contracts
No Perquisites
No Excise Tax Gross-Ups on Change in Control Payments
No Repricing or Cash Buyouts of Stock Options Below Market Value of EIX Common Stock

SHAREHOLDER RIGHTS

Annual Election of Directors
Majority Voting for Directors in Uncontested Elections
10% of Shareholders May Call Special Meetings
Shareholders May Act By Written Consent
Annual Advisory Vote on Executive Compensation
Proxy Access with Standard Terms

2018 MEETINGS

8 Board Meetings
6 Independent Director Executive Sessions
9 Governance Committee Meetings
All Directors Attended at least 90% of Board and Committee Meetings
All Directors Attended the Annual Meeting
92% Shareholder Support for Executive Compensation

EXPERIENCE, SKILLS AND ATTRIBUTES ON THE BOARD

Operations and Strategic Planning
Utility Industry and Regulation
Risk Oversight and Management
Marketing and Customer Acquisition
Corporate Finance and Capital Management
Accounting and Financial Reporting
Technology and Innovation
     
Safety and Security (including Cybersecurity)
Legal, Government and Public Policy
Environmental Regulation and Policy
Engineering and Science
Public Company CEO and Board Service
SCE Market/Customer Perspective

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ITEM 1: ELECTION OF DIRECTORS

ITEM 1
At a Glance

12 directors have been nominated for election to the EIX Board and 13 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. Payne is a nominee for the SCE Board only
Information about each nominee’s experience, qualifications, attributes and skills is presented below.
The Board recommends you vote “FOR” the EIX and SCE director nominees, as applicable.

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.

Age 59
Director Since February 2019
Board Committees
Audit and Finance
Safety and Operations
Other Public Company
Boards
Xylem, Inc.
      Jeanne Beliveau-Dunn

Professional Highlights
Ms. Beliveau-Dunn has been the chief executive officer and president of Claridad LLC, a digital and internet of things (IoT) consulting company, since 2018. Prior to that, she served as vice president and general manager of Services for Cisco Systems Inc., a global technology company, from 2014 to 2018. In this role she led the technical services strategy, innovation and operations group along with the knowledge services business unit. During her 22-year career at Cisco, she also established Cisco’s Internet Business Solutions Group, leading its Global Channels alliance teams and Enterprise Portfolio Marketing.

Qualifications and Attributes
Ms. Beliveau-Dunn brings to the Board technology and digital transformation expertise, experience in international operations, business transformation and talent management, and gender diversity.

Other Directorships
Ms. Beliveau-Dunn is a director of Xylem, Inc. and serves as a special advisor to the IoT Talent Consortium, a non-profit organization she founded and chaired that is dedicated to building the next generation of digital success through developing new skills and an innovative culture.

Education
Ms. Beliveau-Dunn is a graduate of the University of Massachusetts.


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ITEM 1: ELECTION OF DIRECTORS

Age 50
Director Since 2017
Board Committees
Audit and Finance
Governance
Other Public Company
Boards
American Funds Family
      Michael C. Camuñez

Professional Highlights
Mr. Camuñez has been the president and chief executive officer of Monarch Global Strategies (previously ManattJones Global Strategies), a strategic advisory firm to companies doing business in emerging economies, since 2013. He was also a partner of the law firm Manatt, Phelps & Phillips LLP from 2013 to 2016. Prior to that, Mr. Camuñez served as the assistant secretary of commerce at the International Trade Administration of the U.S. Department of Commerce, where he managed a global portfolio to help lead the U.S. government’s efforts to open new markets for U.S. goods and services. He also served as special counsel to the President in the Office of the White House Counsel and special assistant to the President, where he helped manage senior appointments to the President’s cabinet. Mr. Camuñez also previously served as a senior policy advisor in the Clinton administration and as a partner of O’Melveny & Myers LLP.

Qualifications and Attributes
Mr. Camuñez brings to the Board broad government, public policy and legal experience relevant to the Company’s business and strategy. He has deep experience advising boards and companies on corporate strategy and business development. Mr. Camuñez also brings ethnic diversity and knowledge of the diverse perspectives of the community served by SCE as a resident and business owner in California.

Other Directorships
Mr. Camuñez is a director of four funds in the American Funds family, which are advised by the Capital Group and its subsidiaries. He is also a trustee of the David and Lucile Packard Foundation and is a director of several nonprofit organizations, including the Association of Mexican Entrepreneurs, the Pacific Council on International Policy, and the Center for Law and Social Policy.

Education
Mr. Camuñez is a graduate of Harvard University and received his law degree from Stanford Law School.


Age 66
Director Since 2007
Board Committees
Audit and Finance
Compensation (Chair)
Other Public Company
Boards
American Funds Family
Sykes Enterprises, Incorporated
Transocean Ltd.
      Vanessa C.L. Chang

Professional Highlights
Ms. Chang served as a director of EL & EL Investments, a private real estate investment business, from 1999 to 2018. She previously served as chief executive officer and president of ResolveItNow.com and senior vice president of Secured Capital Corporation. Prior to that, Ms. Chang had a 21-year career at the accounting firm KPMG Peat Marwick LLP, which included serving as the West Coast partner in charge of Corporate Finance.

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

Other Directorships
Ms. Chang is a director of Sykes Enterprises, Incorporated and Transocean Ltd. She is also a director or trustee of 17 funds advised by the Capital Group and its subsidiaries, of which seven are members of the American Funds family and ten are members of Capital Group’s Private Client Services.

Education
Ms. Chang is a graduate of the University of British Columbia and is an inactive Certified Public Accountant.


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ITEM 1: ELECTION OF DIRECTORS

Age 59
Director Since 2016
Board Committees
Audit and Finance
Compensation
Other Public Company
Boards
Pacific Mutual Fund Complex
      James T. Morris

Professional Highlights
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, executive vice president and chief insurance officer, life insurance and annuities and mutual funds divisions, and senior vice president, individual insurance.

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

Other Directorships
Mr. Morris is chairman of the board and a trustee of the Pacific Select Fund and the Pacific Funds Series Trust, members of the same mutual fund complex. He also serves as a director of the Children’s Hospital of Orange County, as a director of the American Council of Life Insurers, and as a member of the board of visitors of the UCLA Anderson School of Management.

Education
Mr. Morris is a graduate of the University of California at Los Angeles.


Age 63
Director Since 2017
Board Committees
Compensation
Safety and Operations
Other Public Company
Boards
None
      Timothy T. O’Toole

Professional Highlights
Mr. O’Toole served as the chief executive officer of First Group plc, a transportation company that provides rail and bus services in the United Kingdom and North America, from 2010 to 2018. He previously served as managing director of the London Underground, where his leadership in response to the terrorist attacks in July 2005 earned him a CBE from the Queen, and held various senior management roles during his 20 years of service at Consolidated Rail Corporation, including president and chief executive officer.

Qualifications and Attributes
Mr. O’Toole brings to the Board public company chief executive leadership experience in a regulated, capital intensive industry. His operational experience in safety, risk and crisis management is particularly relevant to the oversight of our business and strategy.

Other Directorships
Mr. O’Toole is a director of the National Safety Council and previously served as a director of First Group plc and CSX Corporation.

Education
Mr. O’Toole is a graduate of La Salle University and received his law degree from the University of Pittsburgh.


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ITEM 1: ELECTION OF DIRECTORS

Age 58
SCE Director Since 2016
Board Committees
None
Other Public Company
Boards
None
      Kevin M. Payne

Professional Highlights
Mr. Payne has been the CEO of SCE since 2016. Prior to his current role, he held various leadership positions at SCE, including senior vice president of Customer Service for SCE from 2014 to 2016, Vice President of Engineering and Technical Services from 2011 to 2014, Vice President of Client Services Planning and Controls, Vice President of Information Technology and Business Integration, and Vice President of Enterprise Resource Planning. Prior to that he was a Director in the Renewable and Alternative Power and Major Customer Technical Support departments. Mr. Payne began his career with SCE in 1986 in the Engineering and Construction department managing power plant retrofit and other engineering projects.

Qualifications and Attributes
Mr. Payne brings to the SCE Board in-depth knowledge of the Company’s business, experienced leadership, and an engineering background. He also brings senior executive, operations and strategic planning experience developed during his 32 years of service with SCE.

Education
Mr. Payne has a degree in mechanical engineering from the University of California, Berkeley, and is a registered professional engineer.


Age 53
EIX Director Since 2016
SCE Director Since 2014
Board Committees
None
Other Public Company
Boards
None
      Pedro J. Pizarro

Professional Highlights
Mr. Pizarro has been the President and CEO of EIX since 2016. Prior to that, he served as President of EIX in 2016 and President of SCE from 2014 to 2016. From 2011 to 2014, he served as President of EME, an indirect subsidiary of EIX that filed for bankruptcy in 2012. Mr. Pizarro has held a wide range of other executive positions at the EIX companies since joining EIX in 1999, including Executive Vice President responsible for SCE’s transmission and distribution system, procurement of conventional and renewable power, and gas-fired and hydroelectric power production facilities. He also previously served as Vice President and Senior Vice President of Power Procurement, and Vice President of Strategy and Business Development. Prior to his work at the EIX companies, Mr. Pizarro was a senior engagement manager with McKinsey & Company, providing management consulting services to energy, technology, engineering services, and banking clients.

Qualifications and Attributes
Mr. Pizarro brings to the 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 Board. He also brings ethnic diversity and experience as a director of various non-profit organizations.

Other Directorships
Mr. Pizarro is a director of the Edison Electric Institute and the Electric Power Research Institute, and is a member of the Board of Governors of Argonne National Laboratory and the Board of Trustees of the California Institute of Technology. He also serves on the U.S. Secretary of Energy Advisory Board.

Education
Mr. Pizarro is a graduate of Harvard University and earned a Ph.D. in chemistry from the California Institute of Technology.


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ITEM 1: ELECTION OF DIRECTORS

Age 64
Director Since 2014
Board Committees
Governance (Chair)
Safety and Operations
Other Public Company
Boards
Royal Dutch Shell plc
      Linda G. Stuntz 

Professional Highlights
Ms. Stuntz served as a partner of the law firm of Stuntz, Davis & Staffier, P.C. from 1995 to 2018, where her practice included energy and environmental regulation and matters relating to government support of technology development and transfer. Prior to that, Ms. Stuntz served as Deputy Secretary of the U.S. Department of Energy, where she also held other senior policy positions that focused on issues related to potential global climate change and energy-related measures to minimize greenhouse gas emissions. She also previously served as associate minority counsel and minority counsel to the Energy and Commerce Committee of the U.S. House of Representatives.

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

Other Directorships
Ms. Stuntz is a director of Royal Dutch Shell plc, and previously served as a director of Raytheon Company, Schlumberger, Ltd. and American Electric Power Company. She also previously served on the U.S. Secretary of Energy Advisory Board.

Education
Ms. Stuntz is a graduate of Wittenberg University and received her law degree from Harvard University.


Age 69
Director Since 2015
Chair of the EIX Board
Board Committees
Compensation
Governance
Other Public Company
Boards
Maxim Integrated
      William P. Sullivan 

Professional Highlights
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. He was also Agilent’s president from 2005 to 2012 and 2013 to 2014. Prior to that, Mr. Sullivan served as executive vice president and chief operating officer of Agilent and senior vice president and general manager of Agilent’s Semiconductor Products Group.

Qualifications and Attributes
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.

Other Directorships
Mr. Sullivan serves as a director of Maxim Integrated and previously served as a director of Agilent Technologies, Avnet, Inc. and URS Corporation.

Education
Mr. Sullivan is a graduate of the University of California, Davis.


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Age 67
Director Since 2013
Board Committees
Governance
Safety and Operations (Chair)
Other Public Company
Boards
eHealth Inc.
      Ellen O. Tauscher

Professional Highlights
Ms. Tauscher serves on the University of California Board of Regents and is chair of the Board of Directors of Triad National Security, LLC and Board of Governors of Lawrence Livermore National Security, LLC. She served as a strategic advisor with the law firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC from 2012 to 2018. Prior to this, Ms. Tauscher served as Under Secretary of State for Arms Control and International Security and as a seven-term 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. Before serving in Congress, she worked in investment banking and the financial industry in various roles for Bache Halsey Stuart Shields, Bear Stearns & Co., and Drexel Burnham Lambert, and as an officer of the American Stock Exchange.

Qualifications and Attributes
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 gender diversity and 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 16).

Other Directorships
Ms. Tauscher is a director of eHealth, Inc. and previously served as a director of Invacare Corporation and Sea World Entertainment, Inc. She previously served on the U.S. Secretary of Energy Advisory Board.

Education
Ms. Tauscher is a graduate of Seton Hall University.


Age 60
Director Since 2011
Board Committees
Audit and Finance (Chair)
Safety and Operations
Other Public Company
Boards
Western Asset Fund Complex
      Peter J. Taylor

Professional Highlights
Mr. Taylor has been the president of ECMC Foundation, a nonprofit corporation dedicated to educational attainment for low-income students, since 2014. From 2009 to 2014, he served as executive vice president and chief financial officer for the University of California system, where he oversaw all aspects of financial management at the ten campuses and the five academic medical centers. Prior to that, most of Mr. Taylor’s professional career was in investment banking, with nearly 16 years in municipal finance banking for Lehman Brothers and Barclays Capital.

Qualifications and Attributes
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 ethnic diversity and experience in risk management, accounting and financial reporting, which is valuable in his role as a financial expert and Chair of the Audit and Finance Committee.

Other Directorships
Mr. Taylor is a director or trustee of two funds in the Western Asset fund complex and is a member of the Board of Trustees of California State University system, where he chairs the Educational Policy Committee after two years as chair of the Finance Committee. He is also a director of Pacific Mutual Holding Company and the Kaiser Family Foundation.

Education
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.


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Age 59
Director Since 2018
Board Committees
Audit and Finance
Safety and Operations
Other Public Company
Boards
Capital Power Corporation
      Keith Trent

Professional Highlights
Mr. Trent has 15 years’ experience as an energy executive, general counsel and internal legal counsel. From 2009 to 2015, he held a variety of senior executive positions with Duke Energy Corporation, with responsibility for long-term grid strategy, regulated utilities, electric transmission, regulated fossil-fuel and hydro generation, health, safety and environment, fuel and system optimization, central engineering and services, and commercial businesses operating in domestic and international retail and wholesale competitive markets. Prior to that, Mr. Trent held a variety of positions at Duke with responsibility for corporate strategy, government relations, corporate communications, technology initiatives, legal, internal audit and compliance (as general counsel), and major litigation and government investigations (as lead litigator). Mr. Trent also practiced law for 15 years before joining Duke.

Qualifications and Attributes
Mr. Trent brings to the Board electric utility operations, strategic planning, and legal and public policy experience. His operational experience in, and perspective on, utility regulation, risk management, safety and security is particularly relevant to our business and the regulatory framework in which we operate.

Other Directorships
Mr. Trent is a director of Capital Power Corporation and TRC Companies, Inc., which was a public company until 2017.

Education
Mr. Trent is a graduate of Southern Methodist University and received his law degree from the University of Texas College of Law.


Age 59
Director Since 2007
Board Committees
Compensation
Governance
Other Public Company
Boards
Cushman & Wakefield Inc.
      Brett White

Professional Highlights
Mr. White has been chairman and chief executive officer of Cushman & Wakefield Inc., a commercial real estate services company, since 2015. He served as a senior advisor to TPG Capital, a private equity firm, in 2014, and as a managing partner at Blum Capital, a private equity firm, in 2013. Prior to that, Mr. White had a 28-year career at CBRE Group, Inc., serving as chief executive officer from 2005 to 2012 and president from 2001 to 2010.

Qualifications and Attributes
Mr. White brings to the Board the experience, strategic perspective, critical judgment and analytical skills of a chief executive officer of a global public company. His real estate services industry experience is particularly relevant to the Company’s infrastructure investment strategy. He also brings the perspective of a resident in Southern California and executive 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 on the Company’s Compensation Committee.

Other Directorships
Mr. White previously served as a director of Ares Commercial Real Estate Corporation, CBRE Group, Inc. and Realogy Holdings Corporation.

Education
Mr. White is a graduate of the University of California, Santa Barbara.


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Our Corporate Governance

Director Nomination Process

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 has retained a director search firm to identify director candidates, coordinate the interview process and conduct reference and background checks. Mr. Trent and Ms. Beliveau-Dunn, who are first-time nominees for election by the shareholders at the Annual Meeting, were recommended by the Committee’s director search firm. 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 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.

Board Qualifications and Diversity

For the Governance 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.

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Our Corporate Governance Guidelines reflect the Board’s policy that director nominees should reflect diversity of skills, backgrounds, gender and ethnicity. 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.

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. The Corporate Governance Guidelines limit a director’s service on other boards to three other public company boards.

Our Corporate Governance Guidelines provide that directors should not be nominated for re-election to the Board after reaching age 72 unless there is good cause to extend a director’s Board service after reaching age 72.

Director Independence

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 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, Sykes Enterprises, Incorporated and Transocean Ltd. The Board has determined Ms. Chang’s simultaneous service on the audit committees of three other public companies does not impair her ability to effectively serve on our Audit and Finance 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 such relationships in making independence determinations.

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 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.

The Board has determined that all directors other than Messrs. Pizarro and Payne are independent.

The Board reviews the independence of our directors 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 2019, prior to recommending director nominees for election, the Board confirmed that the independent directors had no relationships or transactions that disqualified them as independent.

Director Orientation and Continuing Education

New directors receive information about the Company’s business, strategy and management team to familiarize them with the Company before their first Board meeting. The Company also arranges a series of in-person orientation meetings between each new director and senior leaders of our organizational units to help new directors understand the operations/function of each organizational unit as it relates to their specific Board and committee duties.

We provide annual continuing education to directors on specific topics that relate to the Company’s strategic priorities. These sessions are led by management and include presentations by external experts and site visits to our facilities. Directors may also attend external education programs and are reimbursed by the Company for the cost of those programs.

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Board and Committee Evaluation Process

The Governance Committee oversees the annual evaluation of the Board and Board committees, and periodically reviews the effectiveness of the process. In 2018, the Committee retained a third-party facilitator to assist in the Board and committee evaluations. The facilitator conducted individual interviews with each director to elicit feedback, particularly in the following areas:

Board structure, composition, processes and practices;
Governance and specific areas of oversight;
Board chair, committee and member effectiveness; and
Management relations.

The facilitator reported to the Board in October 2018. Among other topics, the Board discussed opportunities to enhance Board oversight of strategy and risk, and better align and clarify the responsibilities of the Audit Committee and Finance, Operations and Safety Oversight (“FOSO”) Committee. At the request of the Board, the Governance Committee reviewed the charters of the Audit and FOSO Committees to address feedback received during the 2018 Board and committee evaluations. In February 2019, the Governance Committee recommended that the Board amend the Audit Committee and FOSO Committee charters to: (i) move the finance-related responsibilities from the FOSO Committee to the Audit Committee; and (ii) enhance the description of the FOSO Committee’s safety oversight responsibilities. On February 28, 2019, the Board amended the charters of the Audit and FOSO Committees to adopt the Governance Committee’s recommendations and renamed them the Audit and Finance Committee and the Safety and Operations Committee. See Board Committees below.

The Committee plans to use a third-party facilitator for the Board’s evaluation once every three years. In 2019, the Committee plans to use a survey process, with the results to be discussed in executive session during the applicable Board or committee meeting.

Board Leadership Structure

Mr. Sullivan has served as the independent Chair of the EIX Board since 2016. The EIX Board believes separating the Chair and CEO positions is the most appropriate leadership structure for EIX at this time, by allowing Mr. Pizarro to focus on the day-to-day management of the business and on executing our strategic priorities, while allowing Mr. Sullivan to focus on leading the Board, providing advice and counsel to Mr. Pizarro, and facilitating the Board’s independent oversight of management. As independent Chair, Mr. Sullivan’s duties include:

Chair the Board meetings and Annual Meetings;
With the CEO, create the agenda for the Board meetings;
With the Governance Committee, oversee the annual evaluations of the Board;
Be the principal liaison in synthesizing and communicating to the CEO key issues from the executive sessions of the independent directors;
With the Compensation Committee Chair, conduct the annual CEO performance review after review with the independent directors; and
May attend Committee meetings.

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The SCE Bylaws provide that the CEO of SCE has the duties of the Chair unless a separate Chair of the SCE Board is appointed. Since 2016, Mr. Payne has served as SCE CEO and has had the duties of the Chair of the SCE Board. The SCE Board has determined that the current leadership structure is appropriate for SCE as a subsidiary of EIX. All directors of SCE are independent, except for Messrs. Payne and Pizarro, and all Board committees are composed entirely of independent directors.

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.

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 of time 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.

Strategy Oversight

The Board is regularly engaged in providing management with strategic direction, including but not limited to opportunities in clean energy, efficient electrification, strengthening and modernizing the electric grid, and customer choice. The Board’s oversight and review of Company strategy occurs through annual in-depth strategy meetings, annual education sessions on strategic topics with external experts, regular updates at Board meetings, and discussion of emerging issues affecting strategy. Directors with particular expertise in a strategic area also advise management on strategy outside of Board meetings. In 2018, the Board education sessions on strategic topics focused on artificial intelligence and digital transformation.

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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 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:

 

AUDIT AND FINANCE
COMMITTEE

Oversee (i) risk assessment and risk management policies, (ii) major financial risk exposures, and (iii) the steps management takes to monitor and control these exposures.
 
Review the Company’s risk management processes, key enterprise risks and EIX risk management committee charter.
 
Receive regular reports on litigation, internal audits and compliance, as well as “deep dive” reports on specific risk topics.
 
Annually review and approve the internal audit plan.
 
Receive semi-annual reports of the Company’s political contributions.
 
Oversee risks in the Company’s capital investments, allocation and spending.
 
Regularly monitor 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 EIX Vice President of Enterprise Risk Management regularly attends Committee meetings and reports on risk issues.

COMPENSATION
COMMITTEE

Assess and monitor 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.

GOVERNANCE
COMMITTEE

Identify director candidates with skills and experience valuable in oversight of the Company’s key enterprise risks.
 
Advise the Board regarding Board size and composition, Board committee composition and responsibilities, selection of the independent Chair of the EIX Board, the Board and Committee self-evaluation process, and other corporate governance practices that help position the Board to effectively carry out its risk oversight responsibility.

SAFETY AND
OPERATIONS
COMMITTEE

Review and monitor the Company’s safety programs, policies and practices relating to the Company’s safety culture, goals, risks and significant incidents.
 
Monitor the Company’s safety and operational and service excellence performance metrics.
 
Review and monitor the Company’s operations, significant developments, resources, risks and risk mitigation plans.
 
Receive “deep dive” reports on key topics related to its responsibilities.
       

The Board believes its leadership structure supports the Board’s risk oversight function. Independent directors chair the Board committees responsible for risk oversight, and the Company has an independent Chair of the EIX Board who facilitates communication between management and directors.

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Safety Oversight

The Board believes the safety of employees, contractors and the public is essential to the Company’s values and success. The Board and its Safety and Operations Committee maintain joint responsibility for safety oversight at the Company. The Board and Safety and Operations Committee receive regular safety reports that help provide direction and guidance to management regarding the Company’s safety programs, policies and practices relating to the Company’s safety culture, goals, risks and significant incidents. The Safety and Operations Committee also receives a safety update at each meeting that includes performance metrics, reporting on serious incidents, and actions to improve employee and contractor safety. The Chair of the Safety and Operations Committee then provides a safety report to the Board at its next meeting. In addition, as discussed in the Compensation Discussion and Analysis below, the Compensation Committee has made safety a foundational goal that can negatively impact annual incentive compensation of our executives.

Cybersecurity Oversight

The Company has identified cybersecurity as a key enterprise risk. Cyber risks are included in the key risk reports to the Audit and Finance Committee discussed above. In addition, the Board has assigned primary responsibility for cybersecurity oversight to the Safety and Operations Committee, which receives cybersecurity updates with each meeting that focus on cybersecurity threats, defenses, and data analytics that impact the Company’s most critical assets. In 2018, the Board also received a report on the Company’s evolving approach to the identification and mitigation of cyber 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 are expected to attend at least one meeting annually.

ESG Oversight

The Board oversees climate change and other ESG risks and opportunities as an integral part of its strategy oversight responsibility, which includes annual in-depth strategy meetings and regular updates at Board meetings. Board committees comprised entirely of independent directors have responsibility for risk and operational oversight of specific ESG-related issues as outlined below. In addition, several directors have participated in leadership and employee resource group programs to support the Company’s diversity and inclusion initiatives.

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Specific areas of Board and committee oversight include:

BOARD OF DIRECTORS

Environmental legislation and regulation related to renewable energy, distributed generation, transportation electrification, energy efficiency, and climate change;
Implications of regulatory proceedings and decisions for Edison International’s climate change strategy and objectives;
Risks arising from climate-related events, including wildfires, that impact our business;
Diversity and inclusion initiatives that impact talent planning and Company culture;
Board approval of capital budgets, incorporating capital allocation decisions for grid modernization, transportation electrification, and energy storage; and
Board approval of corporate goals related to safety, reliability, grid modernization, capital spending, and diversity, each of which advance the Company’s strategy.
 
AUDIT AND FINANCE
COMMITTEE
Key risks related to wildfires and climate change
Key risks related to reliability, safety and public policy
Political and charitable contributions
Employee helpline data and ethics survey results on Company culture
Capital spending
COMPENSATION
COMMITTEE
Incentive compensation plans and goals
Executive diversity
GOVERNANCE
COMMITTEE
Board composition and diversity
ESG corporate governance trends
Shareholder outreach efforts on ESG issues
SAFETY AND
OPERATIONS
COMMITTEE
Employee, contractor and public safety
Electric system reliability
Cybersecurity
 

Shareholder Engagement

We regularly seek and value input from our shareholders. Each year we reach out to our major institutional shareholders to discuss the Company’s corporate governance, executive compensation, and business strategy. In the last year, we have engaged with shareholders holding approximately 30% of EIX Common Stock on various issues, including:

Board composition, diversity and skill sets
Strategy and climate change
Wildfire risk and mitigation
ESG oversight and disclosure
Board evaluation process
Compensation goals and metrics
Cybersecurity
Succession and talent planning

Director Stock Ownership Guidelines

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.

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Director Meeting Attendance

The Board met eight times in 2018. Each director attended at least 90% of all Board and Board committee meetings he or she was eligible to attend. The Board held six executive sessions of the independent directors.

Director nominees are expected to attend Annual Meetings. All EIX and SCE director nominees attended the 2018 Annual Meeting.

Proxy Access for Director Elections

In 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.

Certain Relationships and Related Transactions

The Governance Committee reviews 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.

In 2018, Director Linda Stuntz was an equity partner at the law firm of Stuntz, Davis & Staffier, P.C. (“SD&S”), which paid the Company approximately $141,000 in 2018 to sublease office space in Washington, D.C. The Company’s sublease of office space to SD&S began before Ms. Stuntz joined the Board. Ms. Stuntz retired from SD&S effective December 31, 2018 and is no longer affiliated with the firm.

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.

Applicability of Stock Exchange Rules to SCE

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.

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Corporate Governance Documents

Shareholders and other interested parties may find the following documents regarding our corporate governance, including the procedures for communicating with the Board, on our website at www.edison.com/corpgov:

Articles of Incorporation and Bylaws
Corporate Governance Guidelines
Board Committee Charters
Ethics and Compliance Code for Directors
Employee Code of Conduct
Supplier Code of Conduct
Incentive Compensation Clawback Policy
Political Contribution Policy and Expenditures

Similar information about SCE’s corporate governance is available at www.sce.com/corpgov.

Board Committees

The current membership and key responsibilities of the Board’s four standing committees are described below. The duties and powers of the Committees are further described in their charters, which are posted on our website at www.edison.com/corpgov. The Board occasionally creates special Board committees to focus on certain topics.

As described above, the Governance Committee reviewed the charters of the Audit and FOSO Committees to address feedback received during the 2018 Board and committee evaluations. Based on the Governance Committee’s recommendation, on February 28, 2019, the Board amended the Audit Committee and FOSO Committee charters to: (i) move the finance-related responsibilities from the FOSO Committee to the Audit Committee; and (ii) enhance the description of the FOSO Committee’s safety oversight responsibilities. Effective February 28, 2019, the Audit Committee became the Audit and Finance Committee and the FOSO Committee became the Safety and Operations Committee.

Audit and Finance Committee
Peter J. Taylor*
Chair
Other Members:
Jeanne Beliveau-Dunn
Michael C. Camuñez
Vanessa C.L. Chang*
James T. Morris*
Keith Trent*
Audit Committee
Meetings in 2018:
7
Key Responsibilities
Appoint, compensate and oversee the Company’s 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 financial 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 risk assessment and management, major financial risk exposures, 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.
Key Finance-Related Responsibilities (Effective February 28, 2019)
Review and monitor capital spending and investments in subsidiaries compared to the annual budget approved by the Board, and receives post-completion reports from management on major capital projects.
Annually review the financing plans, capital spending and trust investments of the Company.
Authorize financing, redemption and repurchase transactions related to EIX and SCE debt securities and SCE preferred and preference stock.

*Audit Committee Financial Expert

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Compensation and Executive Personnel Committee

Vanessa C.L. Chang
Chair
Other Members:
James T. Morris
Timothy T. O’Toole
William P. Sullivan
Brett White
Meetings in 2018:
3
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 recommends director stock ownership guidelines to the Board.
Review and assess whether any risks arising from compensation policies and practices are reasonably likely to have a material adverse effect on the Company.
Compensation Committee Interlocks and Insider Participation
Peter Taylor served on the Committee until April 26, 2018, when Mr. Sullivan joined the Committee. The other Committee members served during all of 2018. Under applicable SEC rules, there were no interlocks or insider participation on the Committee.

Nominating/Corporate Governance Committee
Linda G. Stuntz
Chair
Other Members:
Michael C. Camuñez
William P. Sullivan
Ellen O. Tauscher
Brett White
Meetings in 2018:
9
Key Responsibilities
Identify and recommend director candidates.
Periodically review Board size and composition.
Make recommendations to the Board regarding Board committee and committee chair assignments and the EIX independent Board Chair appointment.
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.

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Safety and Operations Committee
Ellen O. Tauscher
Chair
Other Members:
Jeanne Beliveau-Dunn
Timothy T. O’Toole
Linda G. Stuntz
Peter J. Taylor
Keith Trent
FOSO Committee
Meetings in 2018:
4
Key Responsibilities
Review and monitor the Company’s safety programs, policies and practices relating to:
The Company’s safety culture, goals and risks;
Significant safety-related incidents involving employees, contractors or members of the public; and
The measures and resources to prevent, mitigate or respond to safety-related incidents.
Monitor the Company’s safety and operational and service excellence performance metrics.
Review and monitor the Company’s operations, significant developments, resources, risks and risk mitigation plans relating to:
Reliability, affordability and customer service;
Cyber and physical security;
Business resiliency and emergency response;
Information technology; and
Decommissioning of the San Onofre Nuclear Generating Station.
Key Finance-Related Responsibilities (Prior to February 28, 2019)
Review and monitor capital spending and investments in subsidiaries compared to the annual budget approved by the Board, and receives post-completion reports from management on major capital projects.
Annually review the financing plans, capital spending and trust investments of the Company.
Authorize financing, redemption and repurchase transactions related to EIX and SCE debt securities and SCE preferred and preference stock.

Director Compensation

The following table presents information regarding the compensation paid for 2018 to our non-employee directors. The compensation paid to any director who is also an employee of EIX or SCE is presented in the EIX and SCE Summary Compensation Tables and the related explanatory tables.

DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2018

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)
Michael C. Camuñez 118,875 140,027 6,000 264,902
Vanessa C.L. Chang 134,625 140,027 27,994 9,671 312,317
Louis Hernandez, Jr.(6) 28,750 566 29,316
James T. Morris 118,875 140,027 4,710 263,612
Timothy T. O’Toole 118,875 140,027 2,206 5,000 266,108
Linda G. Stuntz 137,875 140,027 3,591 7,500 288,993
William P. Sullivan 186,500 202,508 10,000 399,008
Ellen O. Tauscher 139,875 140,027 374 10,000 290,276
Peter J. Taylor 138,875 140,027 3,750 282,652
Keith Trent 30,625 38,134 15 2,500 71,274
Brett White 125,625 140,027 26,764 10,000 302,416
(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 the Consolidated Financial Statements included as part of the Company’s 2018 Annual Report.

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ITEM 1: ELECTION OF DIRECTORS

(2) Each non-employee director, other than Messrs. Hernandez, Sullivan and Trent was granted a total of 2,147 shares of EIX Common Stock or fully-vested deferred stock units on April 26, 2018, and each share or unit had a value of $65.22 on the grant date. Mr. Hernandez was not eligible for a grant because he had resigned from the Board. Mr. Sullivan was granted 2,147 shares of EIX Common Stock in connection with his re-election to the Board and 958 shares in connection with his re-appointment as Chair of the EIX Board, for a total grant of 3,105 shares on April 26, 2018. Each share granted to Mr. Sullivan had a value of $65.22 on the grant date. Mr. Trent was granted 549 fully-vested deferred stock units on October 25, 2018 in connection with his initial election to the Board, and each unit had a value of $69.46 on the grant date. None of the non-employee directors had unvested stock units as of December 31, 2018.
(3) We have not granted stock options to our non-employee directors since 2009. The number of outstanding EIX stock options from grants in prior years held by each non-employee director as of December 31, 2018 was as follows: Ms. Chang and Mr. White 2,500 each. The other non-employee directors do not have any EIX stock options outstanding.
(4) Amounts reported consist of interest on deferred compensation account balances considered under SEC rules to be at above-market rates.
(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 in 2018. 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 a gift of publicly-traded stock is given, the date is based on the date stock ownership transfers to the qualified school.
(6) Mr. Hernandez resigned from the Board on February 27, 2018.

Annual Retainer and Meeting Fees

Compensation for non-employee directors during 2018 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 following table sets forth the cash retainers and meeting fees paid to directors in 2018:

Type of Fee       Jan. to
Sept. 2018
      Oct. to
Dec. 2018
Board Retainer Per Quarter       $ 28,750       $ 30,625
Additional Board Retainer Per Quarter to:
Audit Committee Chair $ 5,000 $ 5,000
Compensation Committee Chair $ 4,375 $ 5,000
Other Committee Chairs $ 3,750 $ 3,750
Chair of the EIX Board $ 15,625 $ 18,750
Fee Per Meeting:(1)
Shareholder/Board/Committee Meeting N/A N/A
Other Business Meeting $ 2,000 $ 2,000
(1) Directors are not paid meeting fees for attending shareholder, Board or Board committee meetings. They were paid a $2,000 fee for attending any other business meeting in 2018 on behalf of the Company as a director, such as cybersecurity oversight group meetings (see page 16), if attended at the request or invitation of either the Chair of the EIX Board or the EIX CEO. No director earned more than $8,000 in meeting fees in 2018. Business meeting fees were eliminated effective January 1, 2019.

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 to the Board on April 26, 2018, non-employee directors were granted an annual equity award of EIX Common Stock or deferred stock units with an aggregate grant date value of $140,000. The Board approved increasing the annual equity award to $152,500 or a prorated portion thereof (as explained below), effective for initial elections or re-elections to the Board on or after October 1, 2018.

Upon his re-appointment as Chair of the EIX Board on April 26, 2018, Mr. Sullivan was granted a supplemental annual equity award of EIX Common Stock or deferred stock units with an aggregate grant date value of $62,500. The Board approved increasing the supplemental annual equity award to $75,000 or a prorated portion thereof (as explained below), effective for the initial appointment or re-appointment of a non-employee director as Chair of the EIX Board on or after October 1, 2018.

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ITEM 1: ELECTION OF DIRECTORS

If the grant date of an award for an initial election to the Board or initial appointment as Chair of the EIX Board occurs after the date of EIX’s Annual Meeting for that year, then the grant date value of the award is prorated by multiplying it by the following percentage: 75% if the grant date is in the second quarter of the year; 50% if the grant date is in the third quarter of the year; 25% if the grant date is in the fourth quarter of the year. Mr. Trent received a prorated initial election award on October 25, 2018 with a grant date value equal to 25% of $152,500. If the grant date of an award for an initial election to the Board occurs in 2019 before the 2019 Annual Meeting, the director receives an annual equity award upon election in the amount of $152,500, but is not eligible to receive an additional annual equity award upon reelection at the 2019 Annual Meeting. Ms. Beliveau-Dunn received an initial election award on February 28, 2019 with a grant date value of $152,500 and will not receive an additional equity award if she is reelected at the 2019 Annual Meeting.

The number of shares or units granted is determined by dividing the grant date value of the equity award by the closing price of EIX Common Stock on the grant date and rounding up to the next whole share. Each award is fully vested when granted.

The annual equity award for an initial election to the Board is made in the form of deferred stock units. For re-election awards and the additional equity award for appointment or re-appointment as Chair of the EIX Board, directors have the opportunity to elect in advance to receive such awards 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 2018 was granted under the EIX 2007 Performance Incentive Plan. Directors serving on both Company Boards receive only one award per year for election to the Boards.

EIX Director Deferred Compensation Plan

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.

Any amounts deferred (including deferred stock units) may be deferred until a specified date no later than the date the director turns age 75, or may become payable in connection with the director’s 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; or
Monthly installments for 60, 120, or 180 months.

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 if permitted or required under Section 409A of the Internal Revenue Code. All amounts payable are treated as obligations of EIX.

Determination of Director Compensation

The Board makes all decisions regarding director compensation. These decisions are normally made after receiving recommendations from the Compensation Committee. The Compensation Committee makes its recommendations after receiving input from its independent compensation consultant and management. The Compensation Committee retained Pay Governance LLC (“Pay Governance”) to evaluate and make recommendations regarding director compensation for 2018. Pay Governance’s assistance included helping the Compensation Committee identify industry trends and norms for director compensation, reviewing and identifying peer group companies, and evaluating director compensation data for these companies. The changes made to director compensation in 2018 were based on analysis and recommendations provided by Pay Governance. Management’s input focuses on legal, compliance, and administrative issues.

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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 March 4, 2019 by each of our directors, director nominees, officers and former officers named in the EIX and SCE Summary Compensation Tables (“NEOs”), and our current 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 May 3, 2019.

Name of Beneficial Owner           Category           Deferred
Stock
Units
(1)
          Stock
Options
          Common
Stock
Shares(2)
          Total Shares
Beneficially
Owned(3)
          Percent
of Class(4)
Jeanne Beliveau-Dunn Director/Nominee 2,547 2,547 *
Michael C. Camuñez Director/Nominee 3,526 3,526 *
Vanessa C.L. Chang Director/Nominee 6,595 2,500 2,613 11,708 *
James T. Morris Director/Nominee 863 1,681 2,544 *
Timothy T. O’Toole Director/Nominee 3,115 5,000 8,115 *
Kevin M. Payne SCE Director/Nominee
EIX/SCE NEO
116,789 9,175 125,964 *
Pedro J. Pizarro Director/Nominee
EIX NEO
540,296 51,024 591,320 *
Linda G. Stuntz Director/Nominee 3,278 3,278 *
William P. Sullivan Director/Nominee 3,197 6,672 9,869 *
Ellen O. Tauscher Director/Nominee 2,924 4,250 7,174 *
Peter J. Taylor Director/Nominee 7,475 7,475 *
Keith Trent Director/Nominee 555 555 *
Brett White Director/Nominee 32,960 2,500 2,500 37,960 *
Maria Rigatti EIX NEO 126,421 17,394 143,815 *
Adam S. Umanoff EIX NEO 183,715 8,737 192,452 *
J. Andrew Murphy EIX NEO 67,710 1,894 69,604 *
William M. Petmecky, III SCE NEO 37,276 2,755 40,031 *
Ronald O. Nichols SCE NEO 61,008 6,189 67,197 *
Russell C. Swartz SCE NEO 183,840 36,832 220,672 *
Phillip R. Herrington SCE NEO 24,332 925 25,257 *
EIX Directors and Executive Officers
as a Group (19 individuals)
56,282 1,230,881 134,755 1,421,918 *
SCE Directors and Executive Officers
as a Group (19 individuals)
56,282 1,060,999 145,111 1,262,392 *
(1) In accordance with SEC rules, 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 under the payment elections previously made by the director under the EIX Director Deferred Compensation Plan (for example, a director who elected settlement of deferred stock units upon retirement could retire). 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, Messrs. Morris and Taylor hold 3,453 and 11,675 fully-vested deferred stock units, and Mses. Chang, Stuntz and Tauscher hold 26,380, 8,561, and 2,981 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. Payne 3,418; Ms. Rigatti 5,553; Mr. Umanoff 2,441; Mr. Nichols 3,177; all EIX directors and executive officers as a group 14,569, and all SCE directors and executive officers as a group 6,595.
Shared voting and shared investment power: Ms. Chang 113; Ms. Stuntz 2,147; Mr. Nichols 295; all EIX directors and executive officers as a group 2,642; and all SCE directors and executive officers as a group 2,555.
(3) Includes shares listed in the three columns to the left.
(4) Each individual beneficially owns less than 1% of the shares of EIX Common Stock.

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ITEM 1: ELECTION OF DIRECTORS

Other 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, 2018:

Title of Class of Stock          Name and Address of
Beneficial Owner
        

Amount and
Nature of
Beneficial
Ownership

         Percent
of Class
EIX Common Stock

BlackRock Inc.
55 East 52nd Street
New York, NY 10055

27,628,218(1) 8.5%
EIX Common Stock The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
26,481,972(2) 8.1%
EIX Common Stock State Street Corporation
One Lincoln Street
Boston, MA 02111
24,548,933(3) 7.5%
EIX Common Stock

Capital
International Investors
11100 Santa Monica Blvd.
Los Angeles, CA 90025

22,592,808(4) 6.9%
SCE Common Stock

Edison International
2244 Walnut Grove Avenue
Rosemead, CA 91770

434,888,104(5) 100%
(1) This information is based on a Schedule 13G filed with the SEC on February 4, 2019. BlackRock Inc. reports it has sole voting power over 24,237,874 shares and sole investment power over all shares.
(2) This information is based on a Schedule 13G filed with the SEC on February 11, 2019. The Vanguard Group reports it has sole voting power over 436,423 shares, shared voting power over 167,316 shares, sole investment power over 25,946,112 shares, and shared investment power over 535,860 shares.
(3) This information is based on a Schedule 13G filed with the SEC on February 14, 2019. Acting in various fiduciary capacities, State Street reports it has shared voting and investment power over all shares. This includes approximately 7,815,919 shares, or 2.4% 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.
(4) This information is based on a Schedule 13G filed with the SEC on February 14, 2019. Capital International Investors reports it has sole voting power over 22,324,208 shares and sole investment power over all 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.

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

ITEM 2
At a Glance

The Audit and Finance Committee considers several factors when determining the annual selection of the Independent Auditor.
The Audit and Finance Committee and the Board believe it is in the best interests of the Company and its investors to reappoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s Independent Auditor for calendar year 2019.
Item 2 requests that shareholders ratify the Audit and Finance Committee’s selection of PwC as the Company’s Independent Auditor.
The Board recommends you vote “FOR” Item 2.

The Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of the Independent Auditor retained to audit the Company’s financial statements. The Committee has selected PwC as the Company’s Independent Auditor for calendar year 2019. 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 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 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 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 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 Committee Chair participated in interviews with the finalists and selected the lead engagement partner, in consultation with the Committee.

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

The 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 Committee’s ongoing discussions with PwC, their independence and professional skepticism;
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;
PwC’s use of technology and data analytics in its audits; and
Other accounting firms with comparable professional qualifications and utility industry expertise.

The 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 Committee will investigate the reasons for rejection by the shareholders and will reconsider the appointment.

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, 2018 and December 31, 2017:

EIX and Subsidiaries ($000) SCE ($000)
Type of Fee            2018            2017            2018            2017
Audit Fees(1) $6,128 $6,226 $5,413 $5,171
Audit-Related Fees(2) 571 225 564 218
Tax Fees(3) 606 604 417 443
All Other Fees(4) 158 144 158 144
TOTAL        $7,463        $7,199        $6,552        $5,976
(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 miscellaneous services.

The Audit and Finance 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 2018 services in the audit, audit-related, tax and other categories. The 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 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 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 Committee.

During the fiscal year ended December 31, 2018, all services performed by PwC were pre-approved by the Committee, irrespective of whether the services required pre-approval under the Exchange Act.

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

Audit Committee Report

The Audit and Finance Committee is composed of six independent directors and operates under a charter adopted by the Board, which is posted on our website at www.edison.com/corpgov. The Committee complied with the requirements of its charter in 2018.

The Board has determined that each 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 directors Chang, Morris, Taylor and Trent each qualify as an “audit committee financial expert” as defined by SEC rules.

The Committee’s key responsibilities are described above under “Board Committees – Audit and Finance Committee.” The Audit Committee’s role in risk oversight is described above under “Our Corporate Governance – Risk Oversight.”

Committee meeting agendas are developed based on input from Committee members, the Independent Auditor, the General Auditor, and management. In 2018, the Committee requested and received “deep dive” presentations on significant risk issues and a variety of topics, such as:

Wildfire management;
Vegetation management;
Safety risk assessment and management;
Customer service technology;
Critical business records; and
Capital budgets and financing plans.

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 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 their responsibilities.

In discharging our oversight responsibilities in connection with the December 31, 2018 financial statements, the 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 Committee recommended to the Board that the audited financial statements be included in the Company’s 2018 Annual Report to be filed with the SEC.

Peter J. Taylor (Chair)
Michael C. Camuñez
Vanessa C.L. Chang
James T. Morris
Keith Trent

Jeanne Beliveau-Dunn joined the Committee on February 28, 2019, after the Committee made its recommendation to the Board.

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

ITEM 3
At a Glance

The Company’s executive compensation program is described under “Compensation Discussion and Analysis” below.
The Compensation Committee and the Board believe the Company’s executive compensation structure is competitive, aligns compensation with shareholder value and serves shareholders well.
Item 3 requests that shareholders approve the compensation paid to the Company’s named executive officers.
The Board recommends you vote “FORItem 3.

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 the compensation of our named executive officers. This advisory vote is required by SEC rules to be provided at least once every three years. However, our shareholders have 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 eight 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 Compensation Committee and the Board believe 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 Compensation Committee, the Board or the Company and will not be construed as overruling a decision by the Compensation Committee, 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 2019.”

It is expected that the next Say-on-Pay vote will occur at the 2020 Annual Meeting.

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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 2018, 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        Post-Employment and Other Benefits
What We Pay and Why: Elements of Total Direct Compensation Other Compensation Policies and Guidelines
How We Make Compensation Decisions

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

Our executive compensation program is designed with the objective of strongly linking pay with performance. 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
We tie pay to performance by making the majority of compensation “at risk” and linking it to shareholders’ interests
We target a competitive range around the market median for base salary and annual and long-term incentives
We compare executive compensation to a peer group defined by a recognized market index
We use a balanced system of absolute and relative metrics in our annual and long-term incentive programs
We have double-trigger change in control provisions for equity award vesting
We regularly seek shareholder feedback on our executive compensation program and we share the feedback with the Committee
We maintain rigorous stock ownership guidelines
We maintain an incentive compensation clawback policy
Our Committee’s compensation consultant is independent and does not provide any other services to the Company
WHAT WE DON’T DO
We do not have any employment contracts
We do not provide excise tax gross-ups on change in control payments
We do not have individually-negotiated change in control agreements
We do not provide perquisites
We do not provide personal use of any corporate aircraft
We do not reprice or allow the cash buyout of stock options with exercise prices below the current market value of EIX Common Stock
We do not permit pledging of Company securities by directors or executive officers
We do not permit hedging of Company securities by directors or employees


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COMPENSATION DISCUSSION AND ANALYSIS

EIX NEOs for 2018

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

EIX NEOs       Title
Pedro J. Pizarro EIX President and Chief Executive Officer (“CEO”)
Maria Rigatti EIX Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”)
Kevin M. Payne SCE CEO
Adam S. Umanoff EIX EVP and General Counsel
J. Andrew Murphy EIX Senior Vice President (“SVP”)

SCE NEOs for 2018

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

SCE NEOs       Title
Kevin M. Payne SCE CEO
William M. Petmecky, III SCE SVP and CFO
Ronald O. Nichols SCE President
Russell C. Swartz SCE SVP and General Counsel
Philip R. Herrington SCE SVP

Elements and Objectives of Total Direct Compensation

Element       Form       Key Objective       % of EIX CEO
2018 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 long-term shareholder value and benefit customers 17%
Long-Term
Incentive Awards

Variable Pay: Equity

50% stock options
25% performance shares
25% restricted stock units

Directly align executive pay with long-term value provided to shareholders

Link compensation to stock price increase
Reward relative shareholder return compared to peers and earnings per share compared to pre-established target
Encourage retention, with value tied to absolute shareholder return
69%
* 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.

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2018 Annual Incentive Action

In light of the impact of wildfires on communities within SCE’s service territory, the Committee decided, in consultation with management and with its full support and agreement, that no annual incentive award would be paid for 2018 to Messrs. Pizarro, Payne, Umanoff, and Nichols and Ms. Rigatti. This Committee action was not a reflection on the performance of the Company or the five NEOs.

CEO Pay Comparison: EIX vs. Peer Group

The following chart shows EIX CEO total direct compensation for each of the last five years as reported in the EIX Summary Compensation Table, compared to the median total direct compensation for the chief executive officers of the companies in the Philadelphia Utility Index peer group for such year.(1) “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 Summary Compensation Table) for the NEO for the year.

Theodore F. Craver, Jr. served as EIX CEO for all of 2014 and 2015, and his TDC is shown in the chart for those years. Mr. Pizarro succeeded Mr. Craver as EIX CEO on September 30, 2016 and his full-year TDC is shown for 2016, 2017, and 2018. (The 2018 Peer Median TDC in the chart is the same as the 2017 Peer Median TDC, since peer group data for 2018 was generally unavailable in time to include in this Proxy Statement.)

Mr. Pizarro’s full-year 2016 TDC was significantly below the peer group median for chief executive officers. His compensation before the September 30, 2016 effective date of his election as EIX CEO was targeted at the market median for his prior positions (SCE President through May 31 and EIX President from June 1 through September 29). In addition, the Committee set his annualized compensation after the effective date of his election as EIX CEO significantly below the peer group median for chief executive officers, with an opportunity for increases in subsequent years as the Committee evaluated his performance as EIX CEO. The Committee increased Mr. Pizarro’s TDC in 2017, but not to the level of the peer group median.

For 2018, the Committee increased Mr. Pizarro’s target TDC to bring it closer to the peer median. However, Mr. Pizarro’s actual TDC was significantly below the peer median because, as discussed above, he did not receive an annual incentive award for 2018.

EIX CEO vs. Peer Group Median Total Direct Compensation (TDC)



(1) See page 45 for the companies in the Philadelphia Utility Index in 2018. See previous Proxy Statements for the companies in the Philadelphia Utility Index in previous years.

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Alignment of EIX CEO Pay with Performance

The Company utilizes annual and long-term incentive awards to align executive pay with performance. The awards provide significant upside and downside potential and help focus executives’ attention on our financial, strategic and operating objectives, and shareholder returns.

The following chart shows the alignment over the past five years between the EIX CEO’s total direct compensation (presented on the same basis as in the EIX CEO vs. Peer Group Median TDC chart above) and our indexed TSR,(2) 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.

EIX CEO TDC vs. Indexed TSR 2014-2018

As the chart above shows, EIX’s TSR was approximately 42% for the five-year period from 2014 to 2018. The largest increase in TSR occurred in 2014. That is also the year the EIX CEO’s TDC was its peak, primarily because Mr. Craver received a significantly above-target annual incentive award for 2014, largely as a result of above-target core earnings.(3) TSR decreased slightly in 2015, as did Mr. Craver’s annual incentive award and TDC.

TSR then increased significantly in 2016 and decreased in 2017 and 2018. As discussed above in “CEO Pay Comparison: EIX vs. Peer Group,” Mr. Pizarro’s 2016 TDC was relatively low because it was comprised of his compensation as a Company President from January 1 through September 29, 2016 and his initial compensation as EIX CEO from September 30 through December 31, 2016. His 2017 TDC was higher than his 2016 TDC, but still below the peer group median for chief executive officers. His TDC then decreased in 2018 because, as discussed above, he did not receive an annual incentive award for 2018.



(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 2016-2018 TSR was at the 5th 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 2016-2018 performance period was also at the 5th percentile of the Philadelphia Utility Index.
(3) Core earnings is defined on a consolidated basis for EIX as earnings attributable to EIX shareholders less non-core items. Non-core items include income or loss from discontinued operations, income resulting from allocation of losses to tax equity investors under the hypothetical liquidation at book value accounting method and income or loss from significant discrete items that management does not consider representative of ongoing earnings, such as write downs, asset impairments and other gains and losses related to certain tax, regulatory or legal settlements or proceedings, and exit activities, including sale of certain assets and other activities that are no longer continuing. 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 2018 Annual Report.

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Much of the discussion above is focused on annual incentive awards because they are the only portion of total direct compensation, as reported in the Summary Compensation Table, that reflects the realized value of the CEO’s variable compensation. For long-term incentive awards, the Summary Compensation Table reports only the grant date fair value of the awards granted during the applicable year. The difference between the grant date fair value and the actual value realized at payout can be significant and is due to Company performance, including changes in stock price.

The impact of Company performance on realized value is most clear in performance share payouts. The following chart shows, for the three most-recently completed performance periods, the difference between the grant date fair value of performance shares granted to the EIX CEO (as reported in the Summary Compensation Table) and the actual value realized at payout (determined by multiplying (i) the number of shares paid pursuant to the award by (ii) the closing price of EIX Common Stock on the date the Committee certified performance for the applicable performance period).

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

For 2014 performance share awards, the realized value at payout was 230% of the grant date fair value. The increased value was due to EIX’s strong performance during the performance period, as measured by relative TSR and core earnings per share (”EPS”) compared to target. In addition, EIX’s stock price appreciated after the grant date of these awards.

In contrast, for 2015 and 2016 performance share awards, the realized value at payout was 61% and 49% of the respective grant date fair values. The values decreased primarily due to the significant impact of the wildfires on EIX’s relative TSR and stock price beginning December 2017.

The decline in EIX’s stock price has also had a significant impact on the realizable value of EIX stock options. Stock options comprised more than one-third of Mr. Pizarro’s 2018 target TDC. Those stock options and all other stock options granted to Mr. Pizarro since 2014 were out of the money on December 31, 2018 (i.e., their per share exercise price was greater than the closing price of a share of EIX Common Stock).

Shareholder Communication and Compensation Program for 2019

As discussed above in the Proxy Summary, we regularly reach out to our major institutional shareholders to discuss the Company’s executive compensation, among other issues. Management shares compensation-related feedback with the Compensation Committee, along with proxy advisory firm developments and trends in executive compensation practices.

EIX’s Say-on-Pay proposal received support from approximately 92% of the votes cast in 2018. After considering the shareholder support reflected in the vote results, trends in executive compensation, and the best interests of shareholders, the Committee approved maintaining our executive compensation program with no significant changes for 2019.

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What We Pay and Why: Elements of Total Direct Compensation

We generally target a competitive range of +/-15% around 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 competitive range around 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 to reward exceptional performers; 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 EIX CEO 2018 target total direct compensation and approximately 69% of EIX’s and SCE’s other NEOs’ 2018 target total direct compensation.

EIX CEO Pay Mix(4) Other NEO Pay Mix(4)
     

This pay mix reflects the Committee’s emphasis on strongly linking pay with performance.

Base Salary

For 2018, 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. We do not have employment contracts and our NEOs do not have contractual rights to receive fixed base salaries.

The Committee increased the annual base salary rates of Messrs. Pizarro, Payne, Umanoff, Murphy, Petmecky, and Nichols and Ms. Rigatti for 2018 to bring them to, or closer to, the market median base salary for their respective positions. Mr. Swartz’s base salary rate was not increased in 2018, but the salary amount paid to him in 2018 was more than in 2017 because his 2017 base salary rate increase became effective March 6, 2017.



(4) The EIX CEO pay mix for 2018, rounded to the nearest hundredth of a percentage point, was: base salary 13.74%; target annual incentives 17.25%; and target long-term incentives 69.01%. The other NEO pay mix for 2018, rounded to the nearest hundredth of a percentage point, was: base salary 30.59%; target annual incentives 20.83%; and target long-term incentives 48.58%. The pie charts reflect the pay mix data rounded to the nearest hundredth of a percentage point, while the amounts included in the section labels and legends for the pie charts have been rounded to the nearest whole percentage point.

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Annual Incentive Awards

Executive Incentive Compensation Plan

NEOs are eligible for annual incentive awards under the EIX Executive Incentive Compensation Plan for achieving financial, strategic and operational goals that are established at the beginning of each year and are tied to the key elements of our strategy described on page 1.

The 2018 annual incentive award target value for each NEO was set as a percentage of the NEO’s base salary (the “Annual Incentive Target %”). The Committee, after reviewing the market range and median for each position and considering internal equity issues, decided to use the same Annual Incentive Target % it set for each NEO for 2017.

The minimum annual incentive award is $0. The maximum award is 200% of target, which the Committee’s independent compensation consultant, Pay Governance, 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 and potential score range reflecting the relative weight given that goal category. Specific quantitative targets were set for goals that comprised most of the target score. In February 2019, 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. However, as reflected in the 2018 EIX Corporate Performance Scoring Matrix below, many of EIX’s goals related to SCE’s performance. The EIX corporate performance factor applies to the annual incentive awards for Messrs. Pizarro, Umanoff, and Murphy and Ms. Rigatti, while the SCE corporate performance factor applies to the annual incentive awards for Messrs. Payne, Petmecky, Nichols, Swartz, and Herrington.

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2018 EIX CORPORATE PERFORMANCE SCORING MATRIX

Key Goals/Performance Contributing to Actual Score
Goal
Category
    Target
Score
for Goal
Category
(1)
    Goal(2)     Performance(2)     Actual
Score
for
Goal(3)
  Actual
Score
for Goal
Category(3)
Financial Performance
60
Core earnings of $1.267 billion(4)
Goal Exceeded: $1.303 billion(4)
71
71
Safety
10
Achieve hazard awareness and risk mitigation milestones; DART injury rate ≤0.80
Goal Partially Met: enhanced tools for field awareness and hazard response; DART rate of 0.98
5
5
Strategy, Transformation & Growth
20
Execute SCE Policy, Growth & Innovation goals
Goals Partially Met: see SCE matrix below for additional information
13 20
Execute SCE affordable customer rate goal: O&M cost per customer ≤$376
Goal Exceeded: $365
6
Execute EE goals: year-end backlog ≥$28 million; 6 contracts for sales of MaPS with new customers
Goal Partially Met: $31 million backlog; 5 new MaPS contracts
1
Diversity, People & Culture
10
Execute SCE employee engagement and safety training goals
Goal Exceeded: see SCE matrix below for additional information
8 15
Increase diversity of executive and leadership populations
Goal Exceeded: diversity increased 4%
7
Foundational Goals
0(5)
No worker fatalities
Goal Not Met: two contractor fatalities
-5(6)
-5
No serious injuries to public from system failure and no significant non-compliance events
Goal Met
0(6)
No significant disruption, data breach or system failure
Goal Met
0
Total:
100
106

(1) The potential score for each goal category (other than Foundational Goals, which are discussed in footnote (5) below) ranges from zero to twice the target score for the goal category. The potential total score is from zero to 200.
(2) “DART” means Days Away, Restricted, and Transfer. “O&M” means operations and maintenance. “EE” means Edison Energy, LLC and its subsidiaries. “MaPS” means Managed Portfolio Solutions.”
(3) Score determinations are generally made in the judgment of the Committee after assessing overall performance against goals.
(4) The Committee established the financial performance goal in February 2018. The threshold level of core earnings, below which no annual incentive would have been paid, was set at $1.014 billion. The level at which the financial performance score would be zero and the maximum financial performance score level were set at $1.064 billion and $1.471 billion, respectively. Linear interpolation between the target of $1.267 billion and the maximum score level was used to determine the actual financial performance score.
  For purposes of scoring financial performance, the Committee reduced core earnings from the actual amount of $1.351 billion (which would have resulted in a financial performance score of 85) to $1.303 billion. This reduction was the net result of two adjustments the Committee made in February 2019 in accordance with an adjustment framework the Committee established in February 2018: (i) a $64 million reduction to exclude certain deferrals of wildfire insurance expenses; and (ii) a $16 million increase reflecting the additional 2018 earnings EIX would have had if a final 2018 GRC decision had been issued approving SCE’s requested capitalization rate for 2018.
(5) The Committee established certain safety, compliance and operational goals that it views as “foundational.” Annual incentive awards for 2018 can be reduced for all or some plan participants if one or more foundational goals are not met, depending upon severity.
(6) The Committee evaluated the fatalities of (i) two contractors and (ii) a private tree trimmer who came in contact with a power line. In order to reinforce the importance of the foundational safety goals, the Committee decided to apply a 5 percentage point deduction to the corporate performance scoring for all executives and a separate 10 percentage point deduction to the individual performance factor for certain EIX and SCE officers, including all of the NEOs who received annual incentive awards.

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2018 SCE CORPORATE PERFORMANCE SCORING MATRIX

Key Goals/Performance Contributing to Actual Score
Goal
Category
    Target
Score
for Goal
Category
(1)
    Goal(2)     Performance(2)     Actual
Score
for
Goal(3)
  Actual
Score
for Goal
Category(3)
Financial Performance
40
Core earnings of $1.359 billion(4)
Goal Exceeded: $1.392 billion(4)
50 50
Operational & Service Excellence
10

(safety goal)(5)
Achieve hazard awareness and risk mitigation milestones; DART injury rate ≤0.80
Goal Partially Met: enhanced tools for field awareness and hazard response; DART rate of 0.98
5 24
15

(other goals)(5)
Affordable customer rates: O&M cost per customer ≤$376
Goal Exceeded: $365
8
System reliability: SAIDI ≤83; achieve reliability milestones
Goal Exceeded: SAIDI of 71; increased field direction by Reliability Operations Center
7
Customer satisfaction: J.D. Power large utility business rank ≤19 and residential rank ≤17
Goal Partially Met: business rank of 10; residential rank of 21
4
SONGS: transfer 50 canisters of fuel to dry storage
Goal Not Met: 29 transferred, then transfers suspended (10-K, pg. 19)
0
Policy, Growth & Innovation
25
Achieve favorable outcome in 2018 GRC and other CPUC and legislative processes
Goal Partially Met: no GRC decision in 2018; PCIA decision mitigates cost shift to bundled customers; approval of TOU rates; resolved SONGS OII; SB 901 (10-K, pgs. 4, 6, 108-9, 122-124)
7
19
Capital spending target: $4.107 billion combined CPUC and FERC-jurisdictional
Goal Exceeded: $4.363 billion (10-K, pgs. 8-9)
5
Transportation electrification: launch projects approved by CPUC; file application for Charge Ready Phase 2
Goal Exceeded: projects launched on schedule; Charge Ready Phase 2 application filed (10-K, pgs. 9-10)
4
Customer service: manage re-platform on-time and on-budget
Goal Partially Met: critical milestones achieved, but project delayed 3 months and over budget
2
Grid modernization: automate 200 distribution circuits; capital spend of $282 million
Goal Not Met: 73 circuits automated; capital spend of $145 million
1
Diversity, People & Culture
10
Implement 30 employee X-Change ideas; train 35% of T&D field leaders and employees on safety leadership
Goal Exceeded: 41 completed X-Change projects; trained 39% of field leaders and 43% of field employees
7
14
Increase diversity of executive and leadership populations
Goal Exceeded: diversity increased 3%
5
Diverse Business Enterprise Spend ≥40%
Goal Met: approx. 45%
2
Foundational Goals 
0(6)
No worker fatalities
Goal Not Met: two contractor fatalities
-5(7)
-5
No serious injuries to public from system failure and no significant non-compliance events
Goal Met
0(7)
No significant disruption, data breach or system failure
Goal Met
0
Total:
100
102

(1) The potential score for each goal category (other than Foundational Goals, which are discussed in footnote (6) below) ranges from zero to twice the target score for the goal category. The potential total score is from zero to 200.

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(2) The parenthetical “10-K” page references in the “Goal” and “Performance” columns refer to pages in the combined Form 10-K filed by EIX and SCE for the fiscal year ended December 31, 2018 (“10-K”). The referenced pages contain additional information about the relevant topics, but do not address annual incentive plan goals or the scoring of the performance for purposes of this matrix. “SAIDI” means the System Average Interruption Duration Index. “SONGS” means San Onofre Nuclear Generating Station. “GRC” means General Rate Case. “CPUC” means the California Public Utilities Commission. “PCIA” means Power Charge Indifference Adjustment. “TOU” means Time-of-Use. “OII” means Order Instituting Investigation. “SB 901” refers to California Senate Bill 901, which was signed by the Governor of California in September 2018. “FERC” means the Federal Energy Regulatory Commission. The Company “X-Change” program empowers front-line employees to identity and implement improvement projects. “T&D” means the Transmission and Distribution business unit. See footnote (2) to the EIX matrix above for additional defined terms.
(3) Score determinations are generally made in the judgment of the Committee after assessing overall performance against goals.
(4) The Committee established the financial performance goal in February 2018. The threshold level of core earnings, below which no annual incentive would have been paid, was set at $1.087 billion. The level at which the financial performance score would be zero and the maximum financial performance score level were set at $1.223 billion and $1.494 billion, respectively. Linear interpolation between the target of $1.359 billion and the maximum score level was used to determine the actual financial performance score.
  For purposes of scoring financial performance, the Committee reduced core earnings from the actual amount of $1.44 billion (which would have resulted in a financial performance score of 64) to $1.392 billion. This reduction was the net result of two adjustments the Committee made in February 2019 in accordance with an adjustment framework the Committee established in February 2018: (i) a $64 million reduction to exclude certain deferrals of wildfire insurance expenses; and (ii) a $16 million increase reflecting the additional 2018 earnings SCE would have had if a final 2018 GRC decision had been issued approving SCE’s requested capitalization rate for 2018.
(5) The target score for the Operational & Service Excellence category was 25. Ten points from that target were allocated to safety.
(6) The Committee established certain safety, compliance and operational goals that it views as “foundational.” Annual incentive awards for 2018 can be reduced for all or some plan participants if one or more foundational goals are not met, depending upon severity.
(7) The Committee evaluated the fatalities of (i) two contractors and (ii) a private tree trimmer who came in contact with a power line. In order to reinforce the importance of the foundational safety goals, the Committee decided to apply a 5 percentage point deduction to the corporate performance scoring for all executives and a separate 10 percentage point deduction to the individual performance factor for certain EIX and SCE officers, including all of the NEOs who received annual incentive awards.

2018 Annual Incentive Awards

Based on 2018 performance, the corporate performance factors for EIX and SCE were 106% and 102% of target, respectively. These factors were determined by adding the “Actual Scores” in the corporate performance scoring matrices above. The Committee did not exercise its discretion to increase or decrease the corporate performance factor from the amount determined by application of the scoring matrix.

In light of the impact of wildfires on communities within SCE’s service territory, the Committee exercised its discretion and decided, in consultation with management and with its full support and agreement, that no annual incentive award would be paid for 2018 to Messrs. Pizarro, Payne, Umanoff, and Nichols and Ms. Rigatti. The Committee’s decision was not a reflection on the performance of the Company or the five NEOs.

For the other NEOs, the Committee determined the annual incentive award by multiplying the annual incentive target percentage for the NEO by the EIX or SCE corporate performance factor and an individual performance factor. The determination of the individual performance factors was a two-step process in which the Committee exercised its discretion. First, the Committee established an initial individual performance factor for each NEO receiving an annual incentive award, based on the Committee’s assessment of the NEO’s overall performance and achievements for the year, and relative impact and contribution to corporate performance compared to executives in similar roles. Then the Committee applied a 10 point deduction to the individual performance factor for certain EIX and SCE officers, including all of the NEOs receiving an annual incentive award. The Committee made this adjustment based on its determination that despite the many accomplishments of management in 2018, foundational safety goals were not met.

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The following table shows the annual incentive awards paid to our NEOs as a percentage of salary and as a multiple of target:

NEOs(1)       Annual
Incentive
Target as
% of Salary
Corporate
Performance
Factor(2)
Individual
Performance
Factor
(Initial)(3)
Individual
Performance
Factor
(Adjusted)(3)
     Annual
Incentive
Award as
% of Salary(4)(5)
     Annual
Incentive
Award as
Multiple of
Target(4)(5)
Pedro J. Pizarro      125%       106%       N/A       N/A       0%       0.00x
Maria Rigatti 75% 106% N/A N/A 0% 0.00x
Kevin M. Payne 75% 102% N/A N/A 0% 0.00x
Adam S. Umanoff 75% 106% N/A N/A 0% 0.00x
J. Andrew Murphy 70% 106% 100% 90% 67% 0.95x
William M. Petmecky, III 55% 102% 100% 90% 50% 0.92x
Ronald O. Nichols 65% 102% N/A N/A 0% 0.00x
Russell C. Swartz 55% 102% 110% 100% 56% 1.02x
Philip R. Herrington 55% 102% 110% 100% 56% 1.02x
(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. Payne) was 106%. The corporate performance factor for all SCE NEOs (including Mr. Payne) was 102%.
(3) The Committee did not determine individual performance factors for Messrs. Pizarro, Payne, Umanoff, and Nichols and Ms. Rigatti because, as discussed above, it decided, in consultation with management and with its full support and agreement, that no annual incentive awards be paid to those five NEOs for 2018.
(4) As discussed above, the adjusted individual performance factor for the NEOs reflects a 10 percentage point deduction from each NEO’s initial individual performance factor. Each NEO’s actual annual incentive award was determined by multiplying the NEO’s target annual incentive by the applicable corporate performance factor and by the NEO’s adjusted individual performance factor.
(5) The amounts shown have been rounded to the nearest whole percentage point for purposes of the table.

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 21, 2018, the Committee approved 2018 long-term incentive award target values for the NEOs. Each target value was set as a percentage of base salary (the “Long-Term Incentive Target %”). 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 1, 2018 grant date. The grant date value of each award is listed in the “Grants of Plan-Based Awards” tables below.

For 2018, the Committee increased the Long-Term Incentive Target % for Messrs. Pizarro, Murphy, Nichols, and Herrington and Ms. Rigatti to bring them to, or closer to, the market median for their respective positions.

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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. Options have a ten-year term.

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 relative and absolute 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, depending 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 and are forfeited if the underlying shares are not earned.

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 from 2015 through 2018 are payable solely in cash based on the closing price of EIX Common Stock on the date on which the Committee certifies performance for the applicable performance period. Under the Executive Deferred Compensation Plan, NEOs may elect to defer payment of performance shares payable in cash.

Performance Share Awards: TSR Metric

Two metrics are used to measure performance share payouts, with each metric weighted 50%. The first performance metric 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 the Philadelphia Utility Index at the end of the performance 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.

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COMPENSATION DISCUSSION AND ANALYSIS

EIX’s three-year TSR from 2016-2018 ranked in the 5th percentile of the comparison group under the methodology used to calculate TSR for performance shares. Since this performance was below the threshold for a payout, there was no payout from the TSR performance shares granted in 2016.

Performance Share Awards: EPS Metric

The second performance metric is based on EIX’s three-year average annual core earnings(5) per share, measured against target levels. 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 percentage point. The EPS performance 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 2019, the Committee certified the following EPS performance multiples for the three calendar years in the performance period for the 2016 grant:

Year      Actual
EPS
(6)
     Target
EPS
(7)
     Actual EPS as %
of Target EPS
     EPS
Performance
Multiple
2016   $ 3.97   $ 3.91                   101 %             1.00 x
2017 $ 4.50 $ 4.14 109 % 1.40 x
2018 $ 4.00 $ 3.89 103 % 1.00 x
Average of performance multiples (actual payout): 1.13 x

Since the average of the EPS performance multiples for 2016, 2017, and 2018 was 1.13x, EPS performance shares granted in 2016 paid out at 113% 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 and are forfeited if the underlying units do not vest.

(5) See footnote (3) on page 33 for information regarding the determination of core earnings.
(6) For purposes of determining the 2018 EPS performance multiple, the Committee reduced 2018 EPS from the actual amount of $4.15 (which would have resulted in a 2018 EPS performance multiple of 1.20x) to $4.00. This reduction was the net result of two adjustments the Committee made in February 2019 in accordance with an adjustment framework the Committee established in February 2018: (i) a $0.20 reduction to exclude certain deferrals of wildfire insurance expenses; and (ii) a $0.05 increase reflecting the additional 2018 earnings EIX would have had if a final 2018 GRC decision had been issued approving SCE’s requested capitalization rate for 2018.
(7) The Target EPS for 2018 was set below the prior year’s actual EPS due to the impact of the 2017 cost of capital settlement and higher projected operations and maintenance expenses.

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COMPENSATION DISCUSSION AND ANALYSIS

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 tax withholding and governmental levies. The 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.

Special Vesting 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. Nichols and Swartz would be eligible for these special vesting provisions upon retirement. 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 officers. The Committee annually reviews all components of compensation for our CEO and other executive officers, 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 executive 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 between mid-February and early March of each year.

For the February Committee meeting, the EIX CEO provides recommendations regarding the compensation of other executive officers. Executive officers other than the EIX CEO participate in developing and reviewing executive compensation recommendations, but do not participate in recommendations regarding their own compensation.

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

Except as otherwise noted, the Committee’s executive officer 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.

For newly-hired, promoted, or relocated SCE executive officers who are not also EIX executive officers, the Committee authorized the EIX CEO and the EIX Senior Vice President, Human Resources to jointly make certain compensation decisions within limits pre-approved by the Committee.

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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.

Role of the Committee’s Independent Compensation Consultant

The Committee retained Pay Governance to assist in evaluating executive officer compensation for 2018; however, the Committee decides our executive 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.

During 2018, Pay Governance 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;
Provided an analysis of incentive plan design and metrics in the industry;
Reviewed drafts of the CD&A for the Proxy Statement and related compensation tables; and
Provided advice to the Committee on EIX CEO compensation at its February meeting, without prior review by the EIX CEO.

In addition, a Pay Governance representative attended Committee meetings and communicated directly with the Committee as needed. Pay Governance did not perform any services for the Company in 2018 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.

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COMPENSATION DISCUSSION AND ANALYSIS

Use of Competitive Data

The Committee generally targets a competitive range of +/-15% around the market median for comparable positions for each element of total direct compensation. For 2018, the Committee used peer group data and data from pay surveys by Willis Towers Watson to determine the “market median.”

The Committee used the companies in the Philadelphia Utility Index in 2018 as the peer group for benchmarking performance and comparing NEO compensation for 2018. 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.

2018 PEER GROUP COMPANIES - PHILADELPHIA UTILITY INDEX

AES Corporation
Ameren
American Electric Power
American Water Works
CenterPoint Energy
     
Consolidated Edison
Dominion Energy
DTE Energy
Duke Energy
El Paso Electric
     
Entergy
Eversource Energy
Exelon
FirstEnergy
NextEra Energy
     
PG&E Corporation
Public Service Enterprise Group
Southern Company
Xcel Energy

EIX is near the peer group median in revenues and market capitalization. For the four quarters ending September 30, 2018, EIX had revenues of $12.9 billion compared to the peer group median of $12.3 billion (ranking 9th out of the 20 companies in the peer group), based on reported revenues. As of December 31, 2018, EIX’s market capitalization was $18.5 billion compared to the peer group median of $20.3 billion (ranking 13th out of 20).

As part of the process of setting 2018 target total direct compensation for NEOs, Pay Governance 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 Willis Towers Watson 2017 Energy Services and the Willis Towers Watson 2017 General Industry 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 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 Pay Governance. Market median levels for 2018 were projected from available data with input from Pay Governance.

The Committee exercises its judgment in setting each executive officer’s compensation levels within the competitive range described above, and may time to time vary from the competitive range, after taking into account the executive officer’s experience, time in position, 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.

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COMPENSATION DISCUSSION AND ANALYSIS

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 creation;
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;
Annual incentive and performance share payouts are capped at 200% of target;
Stock ownership guidelines require Vice Presidents and more senior officers to own Company stock worth one to six times their base salary;
All directors and employees, including NEOs, are prohibited from hedging Company securities;
Executive officers are prohibited from pledging Company securities, as are Vice Presidents and more senior officers who report directly to the EIX or SCE CFO;
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 some of the 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 a disability benefit plan in which the NEOs were eligible to participate in 2018.

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 (these terms are defined in the Severance Plan).

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COMPENSATION DISCUSSION AND ANALYSIS

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 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 (or a resignation for “good reason”) 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

No perquisites were provided for our NEOs in 2018.

Other Compensation Policies and Guidelines

Tax-Deductibility

Federal income tax law generally prohibits a publicly-held company from deducting compensation paid to a current or former NEO that exceeds $1 million during the tax year. Certain awards granted under the EIX 2007 Performance Incentive Plan before November 2, 2017 that were based upon attaining pre-established performance measures set by the Committee, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1 million deductibility limit. There can be no assurance that any compensation the Committee intended to be deductible will in fact be deductible.

Although the potential deductibility of compensation is one of the factors the Committee generally considers when designing the Company’s executive compensation program, the Committee has the flexibility to take any compensation-related actions it determines are in the best interests of the Company and its shareholders, including awarding compensation that will not be deductible for tax purposes.

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COMPENSATION DISCUSSION AND ANALYSIS

Stock Ownership Guidelines

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

Mr. Pizarro – six times salary
Ms. Rigatti and Messrs. Umanoff and Payne – three times salary
Messrs. Murphy, Petmecky, Nichols, Swartz, and Herrington – 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 March 4, 2019, all of the NEOs are in compliance with these guidelines.

The guidelines provide that an officer subject to the guidelines may not sell EIX Common Stock acquired pursuant to an EIX long-term incentive award (“Acquired Stock”) if the officer does not meet his or her ownership requirement under the guidelines. An officer whose ownership satisfies the guidelines may not sell Acquired Stock to the extent the sale would cause his or her ownership to fall below the applicable guideline level. These transfer limitations do not apply to transfers to satisfy the exercise price of an EIX stock option or to satisfy tax obligations with respect to an EIX long-term incentive award. Exceptions to the guidelines may be approved on a case-by-case basis.

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, executive officers, and Vice Presidents and more senior officers who report directly to the EIX or SCE CFO may not pledge Company securities as collateral for loans.

Clawback Policy

The Company maintains an incentive compensation clawback policy that allows the Board or the Committee 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. 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 have been 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. If and when this guidance is received, the Committee or the Board will review the existing clawback policy and determine whether changes are needed.

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COMPENSATION DISCUSSION AND ANALYSIS

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 2018 Annual Report and this Proxy Statement.

Vanessa C.L. Chang (Chair)
James T. Morris
Timothy T. O’Toole
William P. Sullivan
Brett White

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EXECUTIVE COMPENSATION

Summary Compensation Tables

The following tables present information regarding compensation of the EIX and SCE NEOs for service during 2018, and for 2017 and/or 2016 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 2016-2018, but represent the aggregate grant date fair value of awards granted in those years as determined 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 2016-2018.

EIX SUMMARY COMPENSATION TABLE – FISCAL YEARS 2016, 2017 AND 2018

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)
($)
Total
($)
Total
Without
Change in
Pension
Value and
NQDC
Earnings(5)
($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Pedro J. Pizarro
EIX CEO effective 9/30/16;
EIX President effective
6/1/16; SCE President
through 5/31/16
2018 1,219,971 3,062,599 3,062,503 2,361,864 70,586 9,777,523 7,415,659
2017 1,172,356 2,672,004 2,671,880 1,469,531 1,654,633 114,516 9,754,920 8,100,287
2016 836,782 1,553,399 1,553,133 678,402 914,498 75,382 5,611,596 4,697,098
 
Maria Rigatti
EIX EVP and CFO effective
9/30/16; SCE SVP and
CFO through 9/30/16
2018 651,954 726,094 726,003 834,008 30,608 2,968,667 2,134,659
2017 591,346 643,586 643,506 470,250 454,620 42,773 2,846,081 2,391,461
2016 392,891 362,080 361,687 244,994 364,218 29,596 1,755,466 1,391,248
Kevin M. Payne
SCE CEO effective 6/1/16;
SCE SVP through 5/31/16
2018 597,625 589,951 589,875 1,282,351 28,306 3,088,108 1,805,757
2017 541,346 536,368 536,253 393,525 718,055 44,737 2,770,284 2,052,229
2016 421,171 323,185 322,942 243,790 470,168 23,028 1,804,284 1,334,116
Adam S. Umanoff
EIX EVP and
General Counsel
2018 562,989 550,932 550,876 307,941 29,432 2,002,170 1,694,229
2017 550,000 563,161 563,064 431,063 227,315 44,255 2,378,858 2,151,543
2016 548,391 589,961 589,876 375,169 241,541 46,535 2,391,473 2,149,932
J. Andrew
Murphy
EIX SVP

2018 471,648 356,319 356,257 317,205 125,023 26,375 1,652,827 1,527,804
2017 450,000 270,119 270,008 329,175 149,938 35,273 1,504,513 1,354,575
(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 2018 Annual Report and (ii) similar footnotes to EIX’s Consolidated Financial Statements for prior years when the awards were granted.

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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 performance period for the 2016 performance share awards ended on December 31, 2018. EIX’s TSR relative to the comparison group was below the threshold required for payout of the TSR performance shares granted in 2016. The performance periods for the 2017 and 2018 performance shares have not ended.

Name           Maximum
Performance Share
Potential as of
Grant Date for 2018
Awards
($)
          Maximum
Performance Share
Potential as of
Grant Date for 2017
Awards
($)
          Maximum
Performance Share
Potential as of
Grant Date for 2016
Awards
($)
Pedro J. Pizarro 3,062,615 2,672,077 1,553,513
Maria Rigatti 726,110 643,559 362,240
Kevin M. Payne 589,972 536,445 323,286
Adam S. Umanoff 550,954 563,119 590,040
J. Andrew Murphy 356,346 270,187 225,225
(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 2018 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 2018 include: (i) 2018 interest on deferred compensation account balances considered under SEC rules to be at above-market rates for Mr. Pizarro $35,522; Ms. Rigatti $11,983; Mr. Payne $26,312; Mr. Umanoff $41,332; and Mr. Murphy $2,431; and (ii) the 2018 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 $2,326,342; Ms. Rigatti $822,025; Mr. Payne $1,256,039; Mr. Umanoff $266,609; and Mr. Murphy $122,592.
(4) Amounts reported for 2018 represent Company contributions to the 401(k) Plan and the Executive Deferred Compensation Plan for each NEO other than Mr. Pizarro. For Mr. Pizarro, the amount reported for 2018 includes (i) $60,586 for aggregate Company contributions to the 401(k) Plan and Executive Deferred Compensation Plan and (ii) $10,000 in charitable matching gifts under the Director Matching Gift Program described in footnote (5) to the Director Compensation Table above.
(5) Total Without Change in Pension Value and NQDC Earnings represents total compensation, as determined under applicable SEC rules (column (j) in the table above), minus the amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (column (h)). The amounts set forth in the Total Without Change in Pension Value and NQDC Earnings column provide supplemental information and are not a substitute for the amounts required to be reported in the Total column (column (j)) pursuant to SEC regulations. The change in pension value amounts reported in column (h) and footnote (3) represent the change in present value of an estimated stream of payments to be made following retirement. The methodology used to determine this change in pension value is based on applicable accounting rules and is sensitive to external variables such as assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of actuarial and economic factors that do not relate to Company performance, are outside of the control of the Committee, and may not have an impact on the actual amounts that ultimately will be paid to the NEO, as such assumptions may differ from time to time. The non-qualified deferred compensation earnings reported in column (h) and footnote (3) are relatively small amounts that are excluded from Total Without Change in Pension Value and NQDC Earnings to show the impact of excluding column (h).

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SCE SUMMARY COMPENSATION TABLE – FISCAL YEARS 2016, 2017 AND 2018

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)
($)
   Total
($)
   Total
Without
Change in
Pension
Value and
NQDC
Earnings(5)
($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Kevin M. Payne
CEO effective 6/1/16;
SVP through 5/31/16
2018 597,625 589,951 589,875 1,282,351 28,306 3,088,108 1,805,757
2017 541,346 536,368 536,253 393,525 718,055 44,737 2,770,284 2,052,229
2016 421,171 323,185 322,942 243,790 470,168 23,028 1,804,284 1,334,116
William M. Petmecky, III
SVP and CFO effective
9/30/16; Vice President and
Treasurer through 9/30/16
2018 341,430 169,965 169,888 173,282 202,058 21,695 1,078,318 876,260
2017 324,808 170,902 170,783 173,151 316,908 16,200 1,172,752 855,844
2016 267,797 122,561 122,341 110,585 216,661 15,900 855,845 639,184
Ronald O. Nichols
President effective 6/1/16;
SVP through 5/31/16
2018 446,648 281,338 281,252 153,892 24,406 1,187,536 1,033,644
2017 420,673 233,958 233,758 263,543 143,500 41,730 1,337,162 1,193,662
2016 362,759 175,430 175,196 184,345 119,918 41,027 1,058,675 938,757
Russell C. Swartz
SVP and General Counsel
2018 380,100 171,188 171,052 213,236 73,361 22,816 1,031,753 958,392
2017 376,967 171,140 171,051 210,518 105,401 22,275 1,057,352 951,951
2016 362,000 162,993 162,906 202,485 147,204 22,485 1,060,073 912,869
Philip R. Herrington
SVP
2018 350,975 174,246 174,193 197,416 391,980 21,352 1,310,162 918,182
   

(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 2018 Annual Report and (ii) similar footnotes to EIX’s Consolidated Financial Statements for prior years when the awards were granted.

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 performance period for the 2016 performance share awards ended on December 31, 2018. EIX’s TSR relative to the comparison group was below the threshold required for payout of the TSR performance shares granted in 2016. The performance periods for the 2017 and 2018 performance shares have not ended.

      Name       Maximum
Performance Share
Potential as of
Grant Date for 2018
Awards
($)
      Maximum
Performance Share
Potential as of
Grant Date for 2017
Awards
($)
      Maximum
Performance Share
Potential as of
Grant Date for 2016
Awards
($)
Kevin M. Payne 589,972 536,445 323,286
William M. Petmecky, III 169,989 170,979 122,581
Ronald O. Nichols 281,386 234,063 175,443
Russell C. Swartz 171,220 171,137 163,066
Philip R. Herrington 174,296
   

(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 2018 Annual Report and (ii) similar footnotes to EIX’s Consolidated Financial Statements for prior years when the awards were granted.


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(3)

The reported amounts for 2018 include: (i) 2018 interest on deferred compensation account balances considered under SEC rules to be at above-market rates for Mr. Payne $26,312; Mr. Petmecky $657; Mr. Nichols $7,161; Mr. Swartz $73,361; and Mr. Herrington $2,940; and (ii) the 2018 aggregate change in the actuarial present value of the accumulated benefit under the SCE Retirement Plan and the EIX Executive Retirement Plan for Mr. Payne $1,256,039; Mr. Petmecky $201,401; Mr. Nichols $146,731; Mr. Swartz ($31,180); and Mr. Herrington $2,940. Since Mr. Swartz’s pension value decreased, in accordance with SEC rules it is not included in the amount reported for him in column (h) of the SCE Summary Compensation Table.

(4)

Amounts reported for 2018 for each NEO represent aggregate Company contributions for that NEO to the 401(k) Plan and Executive Deferred Compensation Plan.

(5)

See footnote (5) under “EIX Summary Compensation Table” above for information regarding the Total Without Change in Pension Value and NQDC Earnings column.

Grants of Plan-Based Awards

The following tables present information regarding the incentive plan awards granted to the EIX and SCE NEOs during 2018 under the EIX 2007 Performance Incentive Plan and the potential 2018 target and maximum amount of performance-based annual incentive awards payable under 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 2018

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 3/1/18 2/21/18 373,476 60.78 3,062,503
TSR Performance Shares 3/1/18 2/21/18 3,071 12,284 24,568 765,662
EPS Performance Shares 3/1/18 2/21/18 3,149 12,597 25,194 765,464
Restricted Stock Units 3/1/18 2/21/18 25,194 1,531,291
Annual Incentive N/A   1,531,250 3,062,500
Maria Rigatti
Stock Options 3/1/18 2/21/18 88,537 60.78 726,003
TSR Performance Shares 3/1/18 2/21/18 728 2,912 5,824 181,505
EPS Performance Shares 3/1/18 2/21/18 747 2,987 5,974 181,550
Restricted Stock Units 3/1/18 2/21/18 5,973 363,039
Annual Incentive N/A   495,000 990,000
Kevin M. Payne
Stock Options 3/1/18 2/21/18 71,936 60.78 589,875
TSR Performance Shares 3/1/18 2/21/18 592 2,366 4,732 147,473
EPS Performance Shares 3/1/18 2/21/18 607 2,427 4,854 147,513
Restricted Stock Units 3/1/18 2/21/18 4,853 294,965
Annual Incentive N/A 453,750 907,500

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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    Grant
Date
   Date of
Committee
Action
   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)
Adam S. Umanoff
Stock Options 3/1/18 2/21/18 67,180 60.78 550,876
TSR Performance Shares 3/1/18 2/21/18 553 2,210 4,420 137,749
EPS Performance Shares 3/1/18 2/21/18 567 2,266 4,532 137,727
Restricted Stock Units 3/1/18 2/21/18 4,532 275,455
Annual Incentive N/A 423,750 847,500
J. Andrew Murphy
Stock Options 3/1/18 2/21/18 43,446 60.78 356,257
TSR Performance Shares 3/1/18 2/21/18 357 1,429 2,858 89,070
EPS Performance Shares 3/1/18 2/21/18 367 1,466 2,932 89,103
Restricted Stock Units 3/1/18 2/21/18 2,931 178,146
Annual Incentive N/A 332,500 665,000
   

(1)

Maximum amounts reported reflect 200% of the applicable annual incentive target under the EICP. For information regarding the description of performance-based conditions under the EICP, see “Annual Incentive Awards” in the CD&A above.

(2)

Half of each NEO’s 2018 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 2018 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 2018 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.


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SCE GRANTS OF PLAN-BASED AWARDS TABLE – FISCAL YEAR 2018

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)
Kevin M. Payne
Stock Options 3/1/18 2/21/18 71,936 60.78 589,875
TSR Performance Shares 3/1/18 2/21/18 592 2,366 4,732 147,473
EPS Performance Shares 3/1/18 2/21/18 607 2,427 4,854 147,513
Restricted Stock Units 3/1/18 2/21/18 4,853 294,965
Annual Incentive N/A   453,750 907,500
William M. Petmecky, III
Stock Options 3/1/18 2/21/18 20,718 60.78 169,888
TSR Performance Shares 3/1/18 2/21/18 171 682 1,364 42,509
EPS Performance Shares 3/1/18 2/21/18 175 699 1,398 42,485
Restricted Stock Units 3/1/18 2/21/18 1,398 84,970
Annual Incentive

N/A

 

188,760

377,520
Ronald O. Nichols
Stock Options 3/1/18 2/21/18 34,299 60.78 281,252
TSR Performance Shares 3/1/18 2/21/18 282 1,129 2,258 70,371
EPS Performance Shares 3/1/18 2/21/18 289 1,157 2,314 70,322
Restricted Stock Units 3/1/18 2/21/18 2,314 140,645
Annual Incentive N/A   292,500 585,000
Russell C. Swartz
Stock Options 3/1/18 2/21/18 20,860 60.78 171,052
TSR Performance Shares 3/1/18 2/21/18 172 687 1,374 42,821
EPS Performance Shares 3/1/18 2/21/18 176 704 1,408 42,789
Restricted Stock Units 3/1/18 2/21/18 1,408 85,578
Annual Incentive N/A   209,055 418,110
Philip R. Herrington
Stock Options 3/1/18 2/21/18 21,243 60.78 174,193
TSR Performance Shares 3/1/18 2/21/18 175 699 1,398 43,569
EPS Performance Shares 3/1/18 2/21/18 179 717 1,434 43,579
Restricted Stock Units 3/1/18 2/21/18 1,433 87,098
Annual Incentive

N/A

 

193,545

387,090
   

(1)

Maximum amounts reported reflect 200% of the applicable annual incentive target under the EICP. For information regarding the description of performance-based conditions under the EICP, see “Annual Incentive Awards” in the CD&A above.

(2)

Half of each NEO’s 2018 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 2018 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 2018 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.


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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 2018. Outstanding equity awards consist of non-qualified stock options, performance shares, and restricted stock units. Column (d) “Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options” (which is used to reflect option awards subject to performance-based vesting requirements) has been omitted in accordance with SEC rules because no such awards were outstanding at the end of 2018.

EIX OUTSTANDING EQUITY AWARDS TABLE – FISCAL YEAR-END 2018

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. Pizarro 12/31/2014 65,879 65.48 1/2/2024
3/2/2015 83,706 27,902 63.72 1/2/2025
3/1/2016 58,394 58,391 66.88 1/2/2026 7,458 423,366
9/30/2016 37,918 37,918 72.25 1/2/2026 4,833 274,344
3/1/2017 62,486 187,456 79.38 1/4/2027 18,029 1,023,516 19,756 1,121,564
3/1/2018 373,476 60.78 1/3/2028 26,189 1,486,765 29,382 1,667,993
Maria Rigatti 9/30/2014 18,386 55.92 1/2/2024
3/2/2015 16,875 5,625 63.72 1/2/2025
3/1/2016 11,052 11,051 66.88 1/2/2026 1,412 80,162
9/30/2016 11,148 11,146 72.25 1/2/2026 1,422 80,704
3/1/2017 15,050 45,147 79.38 1/4/2027 4,343 246,544 4,759 270,155
3/1/2018 88,537 60.78 1/3/2028 6,209 352,483 6,967 395,503
Kevin M. Payne 3/1/2013 13,790 48.48 1/3/2023