SOUTHERN CALIFORNIA EDISON (SCE-PN) DEF 14ADefinitive proxy

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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. )

Southern California Edison Company

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

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2244 Walnut Grove Avenue
Rosemead, California 91770

WILLIAM P. SULLIVAN
Independent Chair

PEDRO J. PIZARRO
President and Chief Executive Officer

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2019 FINANCIAL PERFORMANCE

We are pleased to report that Edison International’s stock price increased approximately 33% in 2019 and the Board increased the annual dividend for the 16th consecutive year. The Company also reported strong core earnings (defined on page 40 of the Proxy Statement) of $4.70 per share for 2019, an increase from $4.15 per share a year ago. The increase was primarily due to the adoption of the 2018 General Rate Case final decision in 2019, higher Federal Energy Regulatory Commission revenue due to the settlement of SCE’s 2018 Formula Rate proceeding and rate base growth, and the timing of regulatory deferral and cost recovery of incremental wildfire insurance expenses. These increases were partially offset by higher wildfire mitigation costs not deferred as regulatory assets and the increase in shares outstanding primarily related to our equity offering in July 2019. In addition, the passage of AB 1054 resulted in the stabilization of our credit ratings. The Company raised $2.4 billion from equity issuances in 2019, which we used to fund a portion of SCE’s contribution to the wildfire insurance fund and support the increase in SCE’s CPUC-approved equity layer to 52%. The Board continues to actively monitor the Company’s financial performance and key risk management as we implement our clean energy strategy and address the impact of climate change and wildfires on our business. Additional information related to the Company’s financial performance is included in the Annual Report.

BOARD COMPOSITION AND OVERSIGHT

Shareholders will vote on whether to re-elect each of our directors. Since last year’s Annual Meeting, we elected Carey Smith to the Board, who brings strategic planning, operations and safety experience from her leadership roles at Parsons Corporation. She joins an independent, engaged and diverse Board that we believe has the appropriate mix of qualifications and experience to oversee the Company’s clean energy strategy, business and risks. The Proxy Statement highlights the Board’s qualifications and oversight in important areas such as safety, strategy, risk, wildfire, cybersecurity, environmental, social and governance (“ESG”), and compensation issues.

ACCOUNTABILITY TO STAKEHOLDERS

One of the Board’s primary functions is to represent the interests of the Company and its shareholders with a focus on long-term value, considering the interests of its stakeholders. As a regulated, investor-owned utility, the interests of our customers, employees, suppliers and communities are critical to the Company’s success and ability to provide sustainable, long-term value to shareholders. The Board’s accountability to our stakeholders is reflected in the discussion of the Board’s oversight of ESG and other issues in the Proxy Statement.

WILLIAM P. SULLIVAN Independent Chair	PEDRO J. PIZARRO President and Chief Executive Officer

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ITEMS TO BE VOTED ON

			By Edison International (“EIX”) Shareholders		By Southern California Edison Company (“SCE”) Shareholders		Board Recommendation
1	ELECTION OF DIRECTORS		11 Nominees		12 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
	Carey A. Smith						FOR
	Linda G. Stuntz						FOR
	William P. Sullivan						FOR
	Peter J. Taylor						FOR
	Keith Trent						FOR
2	RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						FOR
3	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION						FOR
4	SHAREHOLDER PROPOSAL REGARDING A SHAREHOLDER VOTE ON BYLAW AMENDMENTS				—		AGAINST

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

Dated: March 13, 2020
For the Boards of Directors,

Alisa Do
Vice President and Corporate Secretary
Edison International
Southern California Edison Company

MEETING INFORMATION*
	DATE Thursday, April 23, 2020
	TIME 9:00 a.m., Pacific Time
	LOCATION SCE Energy Education Center 6090 N. Irwindale Ave. Irwindale, California 91702
RECORD DATE Only shareholders at the close of business on February 25, 2020 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. VOTING YOUR SHARES Vote your proxy via the Internet, by telephone, or by signing, dating and returning the Proxy Card if you received materials by mail. The deadline to vote by Internet or telephone is April 22, or April 21 for shares held in the Edison 401(k) Savings Plan.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON APRIL 23,2020: The Proxy Statement and Annual Report are available atwww.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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OUR VISION AND STRATEGY

Our vision is to lead the transformation of the electric power industry, focusing on opportunities in clean energy, efficient electrification, grid of the future and customer choice. EIX is advancing this vision by growing our business toward a clean energy future while adapting our infrastructure and operations to a new climate reality, striving for best-in-class operations, and providing superior value to our customers and shareholders. EIX’s primary operating business is SCE, a rate-regulated electric utility that supplies electric energy to approximately 15 million people in a 50,000 square-mile area within Central, Coastal and Southern California. Together, the Company is focused on the following strategic priorities:

●Growing our business toward a clean energy future ●Adapting our infrastructure and operations to a new climate reality ●Striving for best-in-class operations ●Providing superior value to our customers and shareholders		●Addressing wildfire risk ●Cleaning the power system ●Helping customers make cleaner energy choices ●Strengthening and modernizing the grid ●Achieving operational and service excellence

Our vision and strategy are intended to provide a foundation for long-term sustainable growth and value for our shareholders and other stakeholders. The Board’s role in the oversight of our strategy is described below under “Our Corporate Governance – Key Areas of Board and Committee Oversight.”

OUR SAFETY JOURNEY

Safety is the first of our core values. We are committed to creating and maintaining a safe environment for our employees, contractors, customers and the public. Over the past several years, we have increased the Company’s focus on safety oversight and accountability by developing a culture of safety ownership among our employees and contractors that empowers them to control their own safety, support their team members’ safety, and contribute to a safe work environment. We are also committed to upholding the highest levels of public safety. Expanding our wildfire mitigation, response, and recovery efforts by improving the resiliency and security of our grid has been a key focus area. In addition, we remain focused on our preparation for, and response to, other types of disasters and emergencies that can impact public safety and our operations.

The Board believes the safety of employees, contractors, customers and the public is essential to the Company’s values and success. The Board’s role in the oversight of safety is described below under “Our Corporate Governance – Key Areas of Board and Committee Oversight.”

OUR WILDFIRE MITIGATION

As discussed above in our Letter to Shareholders, the Company worked closely with California’s leaders to enact comprehensive wildfire legislation, Assembly Bill 1054, which requires SCE to submit a wildfire mitigation plan (“WMP”) to the California Public Utilities Commission annually for review and approval. Beginning in 2020, each WMP is required to cover a three-year period. The Company’s WMP includes strategies, programs and activities to mitigate the risk of utility infrastructure igniting catastrophic wildfires and address the challenges in high fire risk areas, which represent about 27% of the area we serve. The Company met or exceeded nearly all of our goals in the 2019 WMP.

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OUR CLEAN ENERGY STRATEGY

The Company is dedicated to keeping our communities safe and making our system stronger against the increasing threat of extreme conditions driven by climate change. We have made capital investments of approximately $750 million in grid hardening with covered conductor and current limiting fuses, enhanced operational practices to effectively address the findings of our accelerated inspections and remove hazard trees, and improved situational awareness by installing high definition cameras and micro weather stations throughout high fire risk areas. The 2020 WMP builds on this work to strengthen the resiliency of our infrastructure and continue to enhance our operational practices with additional technologies and risk-based modeling to reduce the risk of wildfires. This includes improvements to the implementation of Public Safety Power Shutoffs during severe weather events and under high fire potential conditions. SCE is engaged with our customers and communities, especially during these conditions, to support resiliency and closely coordinates with local emergency response agencies. Our Board has and will continue to provide active oversight of wildfire issues and overall wildfire risk mitigation, with a specific focus for the Board’s Safety and Operations Committee.

OUR COMMITMENT TO SUSTAINABILITY

Sustainability is integral to our vision to lead the transformation of the electric power industry toward a clean energy future. Sustainability is also core to our strategy, which is aligned with California’s ambitious, economywide goals to combat climate change. From how we manage our operations and engage with stakeholders to how we provide safe, reliable, affordable and clean power — we are committed to sustainability because the Company’s success is tied to the strength and health of the communities we operate in and serve. We believe the Company has a responsibility to make a positive impact on society. As a result, we are implementing our clean energy strategy to address broader societal challenges, such as climate change and wildfires. Our commitment to sustainability is reflected in the Company’s environmental, social and governance (“ESG”) priorities and practices.

OUR PRIORITY ESG TOPICS

In an effort to identify ESG topics that are fundamental to our long-term success, the Company completed an ESG priority assessment in line with best practice in early 2018. The assessment, which included internal and external stakeholder perspectives, identified 19 priority topics, listed below. Many of the topics relate to our strategy and core operations, and the results complement the Company’s ongoing strategic planning efforts.

The Board’s role in overseeing these priorities is described below under “Our Corporate Governance – Key Areas of Board and Committee Oversight – ESG Oversight.”

OUR CLIMATE CHANGE OBJECTIVES

At the core of our strategy is a strong partnership with the state of California and other stakeholders to help California achieve its ambitious, science-based climate change goals. As a result, the Company’s climate change objectives are aligned with California’s policies to combat climate change and limit global warming to 1.5 degrees Celsius. In 2017, the Company underscored this commitment to fighting climate change by signing on to the “We Are Still In” campaign in support of the Paris Climate Agreement.

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OUR CLEAN ENERGY STRATEGY

SCE has state-mandated objectives to deliver 100% carbon-free power by 2045, which is one of the most aggressive targets in the U.S. utility industry. As a regulated utility with operations entirely within the state of California, SCE operates under the following, state-mandated renewable and carbon-free retail sales targets for delivered power:

SCE has already met its 2020 requirements and currently delivers approximately 48% carbon-free power to its customers. Approximately 73% of this carbon-free electricity, or 35% of SCE’s total delivered power, comes from RPS-eligible resources. SCE has reduced GHG emissions from the power it delivers by 42% since 2005 and anticipates emissions will continue to decline in accordance with state law through 2045.

Beyond delivered power, the Company believes it has a responsibility to enable the state to achieve its broader, economywide GHG emissions reduction goals through electrification:

The Company’s analysis and that of others has shown an electric-led path to be the most cost-effective way to meet these goals. Over the past three years, the Company has published two thought leadership pieces with in-depth analysis of the cross-sector collaboration that we believe is needed to reach the state’s climate goals: the “Clean Power and Electrification Pathway: Realizing California’s Environmental Goals” (2017) and “Pathway to 2045” (2019). As the only investor-owned electric utility in California without a natural gas distribution business, SCE is in a unique position to lead and advance these objectives. SCE is investing in broad electrification of the transportation sector while modernizing its grid to support new electric end-uses through ongoing capital investments. SCE also partners with a variety of cross-sector coalitions to advance electrification in California and nationally.

OUR INCLUSIVE CULTURE

The Company’s workforce is made up of a broad array of cultures, ethnicities, genders, sexual orientations, generations and life experiences that reflect the communities we serve. An inclusive environment leverages the strengths that diversity brings. The Company’s commitment to strengthen our culture have been advanced through a focus on gender diversity and a culture of greaterinclusion. EIX joined over 100 other organizations that signedthe Paradigm for Parity, a public commitment to achieve gender parity in senior roles by 2030. In 2018, the Company signed the CEO Action for Diversity & Inclusion, the largest CEO-driven business commitment to advance diversity and inclusion within the workplace. In 2019, SCE earned a 100% rating and the designation of being a “Best Place to Work for LGBTQ Equality” by the Human Rights Campaign Foundation’s Corporate Equality Index. We also earned a spot on the Forbes Best Employers for Diversity 2020 list. Both awards are further acknowledgement of the Company’s ongoing commitment to diversity and inclusion.

OUR ESG DISCLOSURES

The Company publishes an annual sustainability report that reflects our sustainability strategy, performance andrelated metrics. Our 2018 report reflects the work we are doing to lead the transformation of our industry towarda clean energy future and to operate our business with excellence by focusing on customers, communities, and employees. The current report is available on our website atwww.edison.com/corpgov. We expect to publish our 2019 report by June 2020.

The Company was also an early adopter of the disclosure template developed by the Edison Electric Institute (“EEI”) in collaboration with member companies and investors. The Company has disclosed data using the EEI template annually, including GHG emissions and delivered power portfolio, since the template’s 2017 pilot.

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ITEM 1: ELECTION OF DIRECTORS

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ITEM 1: ELECTION OF DIRECTORS

OUR BOARD OF DIRECTORS

Our directors 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	Diversity	Committee Membership				Other Public Boards	Mandatory Retirement
	Name	Age				A&F	CEP	NCG	S&O
	Jeanne Beliveau-Dunn Independent	60	2019	Technology	White/ Female					2	2032
	Michael C. Camuñez Independent	51	2017	Law/ Government	Hispanic/ Male/LGBTQ					1*	2042
	Vanessa C. L. Chang Independent	67	2007	Accounting/ Real Estate	Asian/ Female					3*	2025
	James T. Morris Independent	60	2016	Insurance	White/ Male					1	2032
	Timothy T. O’Toole Independent	64	2017	Transportation	White/ Male					0	2028
	Kevin M. Payne SCE CEO SCE Board Only	59	2016	Electric Utilities	White/ Male					0	—
	Pedro J. Pizarro EIX CEO	54	2014**	Electric Utilities	Hispanic/ Male					0	—
	Carey A. Smith Independent	56	2019	Technology/ Engineering	White/ Female					0	2036
	Linda G. Stuntz Independent	65	2014	Law/Utility Regulation	White/ Female					1	2027
	William P. Sullivan EIX Chair Independent	70	2015	Information Technology/ Biotechnology	White/ Male					1	2022
	Peter J. Taylor Independent	61	2011	Finance	African American/ Male					1*	2031
	Keith Trent Independent	60	2018	Electric Utilities	White/ Male					1	2032

Key to Committees
A&F	Audit and Finance Committee		Member
CEP	Compensation and Executive Personnel Committee		Chair
NCG	Nominating/Corporate Governance Committee	F	Financial Expert
S&O	Safety and Operations Committee
*	Includes service on the board of a fund complex registered as an investment company under SEC rules
**	Mr. Pizarro has been a director of SCE since 2014 and a director of EIX since 2016

EIX BOARD CHARACTERISTICS

Independence	Diversity	Age	Tenure

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ITEM 1: ELECTION OF DIRECTORS

EXPERIENCE, SKILLS AND ATTRIBUTES ON THE BOARD

The Board believes our directors have the appropriate diversity of experience, skills and attributes to effectively oversee the Company’s operations, risks and long-term strategy. The Governance Committee reviews each director’s qualifications when considering whether to nominate directors for election or re-election to the Board. Listed below are important areas of experience, skills and attributes represented on the Board.

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ITEM 1: ELECTION OF DIRECTORS

DIRECTOR BIOGRAPHICAL INFORMATION

A biography of each director 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.

		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 consulting company, since 2018. From 2007 to 2018, she was a vice president and general manager of Cisco systems, a global technology company. Ms. Beliveau-Dunn spent 22 years during significant growth at Cisco and managed the products and services business and operations. Additionally, she had the responsibility to build and operate centers of excellence, learning and knowledge, and innovation practices for scale. Prior to Cisco, Ms. Beliveau-Dunn ran business operations at Micronics computers and the secure systems product lines for Wang Laboratories. QUALIFICATIONS AND ATTRIBUTES Ms. Beliveau-Dunn has more than 30 years of experience as a technology executive and a transformational leader with experience in building and managing large scale infrastructure, cybersecurity, compute, cloud, networking, services and marketing operations, personnel management, and employee and leadership development. During her career, she built effective networking, digital and security solutions, including strategies for internet of things in smart cities and industrial and energy markets. Her experience managing a large workforce, building network operations and security teams, and building infrastructure and efficiency through technology and process is valuable to the Board’s and Safety and Operations Committee’s oversight of cyber threats facing the Company. She is also experienced in ESG matters, compensation, financial review, acquisitions, and risk and resiliency management, and is a National Association of Corporate Directors fellow. As a California resident, Ms. Beliveau-Dunn also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment. OTHER BOARD SERVICE Ms. Beliveau-Dunn is a director of Columbus McKinnon, an independent movement company in the industrial sector, and Xylem, Inc., a water technology company. EDUCATION Ms. Beliveau-Dunn is a graduate of the University of Massachusetts, Massachusetts Institute of Technology’s executive leadership program, and Harvard University’s accelerated master’s in business administration program for executives.
AGE 60
DIRECTOR SINCE 2019
BOARD COMMITTEES ●Audit and Finance ●Safety and Operations
OTHER PUBLIC COMPANY BOARDS ●Columbus McKinnon ●Xylem, Inc.

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ITEM 1: ELECTION OF DIRECTORS

		MICHAEL C. CAMUÑEZ PROFESSIONAL HIGHLIGHTS Mr. Camuñez has been the president and chief executive officer of Monarch Global Strategies, a binational strategic advisory firm to companies doing business in emerging economies, with an emphasis on Mexico, since 2013. He previously served as the U.S. 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. Mr. Camuñez also served as special counsel to the President in the Office of the White House Counsel and as special assistant to the President, where he helped manage senior appointments to President Obama’s cabinet. He is a former equity partner of O’Melveny & Myers LLP and Manatt, Phelps & Phillips LLP in Southern California and served as a senior policy advisor during the Clinton Administration. QUALIFICATIONS AND ATTRIBUTES Mr. Camuñez brings a broad government, legal, public policy, and public affairs background relevant to the Company’s business and strategy. He has deep experience advising boards and companies in regulated industries on corporate strategy, compliance, government relations, and business development. A nationally recognized Latino civic and business leader in California, Mr. Camuñez is deeply connected to the diverse communities served by SCE. His philanthropic work with organizations like the Packard Foundation has enabled him to focus on strategies related to climate change and conservation in California and globally, which complements the Company’s strategic mission. As a California resident, Mr. Camuñez also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment. OTHER BOARD SERVICE Mr. Camuñez is a director of four funds in the American Funds family of mutual funds, which are advised by the Capital Group and its subsidiaries. He is also a trustee of Stanford University and of the David and Lucile Packard Foundation. Mr. Camuñez is a director of several nonprofit organizations, including the Pacific Council on International Policy, the Center for Law and Social Policy and the U.S.-Mexico Business Association. EDUCATION Mr. Camuñez is a graduate of Harvard University and received his law degree with distinction from Stanford Law School.
AGE 51
DIRECTOR SINCE 2017
BOARD COMMITTEES ●Audit and Finance ●Governance
OTHER PUBLIC COMPANY BOARDS ●American Funds Family

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		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, an online dispute resolution service for high-volume, low-value claims, and senior vice president of Secured Capital Corporation, a real estate investment bank focused on origination and subsequent sales of commercial mortgage-backed securities. 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 has extensive experience in accounting and financial reporting, executive compensation, capital markets, and corporate governance matters acquired during her career and service on other public and private company boards. In addition to her board service, she actively monitors governance trends through her participation in the National Association of Corporate Directors, Women Corporate Directors and Women in Governance. Ms. Chang has developed considerable knowledge of the Company’s business, corporate history and governance during her 13 years of service on the Board. Her experience and commitment to independent oversight as a director enhance our Board’s effectiveness, and her leadership as Chair of the Compensation Committee and as a member of the Governance Committee continue to provide value to the Board. OTHER BOARD SERVICE Ms. Chang is a director of Sykes Enterprises, Inc. and Transocean Ltd., and is a director or trustee of 17 funds advised by the Capital Group and its subsidiaries, of which nine are members of the American Funds family and eight 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.
AGE 67
DIRECTOR SINCE 2007
BOARD COMMITTEES ●Compensation (Chair) ●Governance
OTHER PUBLIC COMPANY BOARDS ●American Funds Family ●Sykes Enterprises, Incorporated ●Transocean Ltd.

		JAMES T. MORRIS PROFESSIONAL HIGHLIGHTS Mr. Morris is the chairman, president and chief executive officer of Pacific Life Insurance Company, and of 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, and senior vice president, individual insurance. QUALIFICATIONS AND ATTRIBUTES Mr. Morris has significant business and chief executive leadership experience in a highly regulated industry and provides expertise on insurance issues that impact the Company. He brings strategic planning, risk management, workforce management and financial analysis experience from over 35 years of service at Pacific Life, which is particularly valuable to the Audit and Finance and Compensation Committees. Mr. Morris also provides the perspective of a Southern California resident and executive of a Fortune 500 business headquartered and doing business in the local markets served by SCE. OTHER BOARD SERVICE 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 is a director and former chair of the American Council of Life Insurers, the nation’s principal life insurance company trade association, and previously served on the Life Insurance Marketing Research Association’s Strategic Marketing Issues Committee. Mr. Morris also serves as a director of the Children’s Hospital of Orange County and is chairman of the Pacific Life Foundation. EDUCATION Mr. Morris is a graduate of the University of California at Los Angeles.
AGE 60
DIRECTOR SINCE 2016
BOARD COMMITTEES ●Audit and Finance ●Compensation
OTHER PUBLIC COMPANY BOARDS ●Pacific Life Mutual Fund Complex

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		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 he led the response to the 2005 terrorist bombing attacks for which he was awarded the honor of a Commander of the Most Excellent Order of the British Empire (CBE) from the Queen. Prior to his time at the London Underground, Mr. O’Toole served in various senior management roles during his 20 years of service at Consolidated Rail Corporation, including as president and chief executive officer. QUALIFICATIONS AND ATTRIBUTES Mr. O’Toole provides public company chief executive leadership experience in a regulated, capital intensive industry. His operational experience in safety, risk management and crisis management are particularly relevant to the oversight of our business and strategy and his leadership role as Chair of the Safety and Operations Committee. Mr. O’Toole brings extensive safety experience and has been recognized as a safety leader in both the United States and internationally. He has decades of direct management experience of a large workforce in industries where worker and public safety are critical. Mr. O’Toole’s perspective as a chief executive and public company director provides value to the Compensation Committee. OTHER BOARD SERVICE 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.
AGE 64
DIRECTOR SINCE 2017
BOARD COMMITTEES ●Compensation ●Safety and Operations (Chair)
OTHER PUBLIC COMPANY BOARDS ●None

		KEVIN M. PAYNE PROFESSIONAL HIGHLIGHTS Mr. Payne has been the CEO of SCE since 2016, and President since 2019. 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 provides the SCE Board with in-depth knowledge of the Company’s business, experienced leadership, and an engineering background. He also brings senior executive, safety and operations, workforce management and strategic planning experience developed during his 33 years of service with SCE. Mr. Payne’s perspective as the leader of SCE’s clean energy strategy, safety culture and operational excellence efforts, and commitment to diversity and inclusion, are particularly valuable to the SCE Board. OTHER BOARD SERVICE Mr. Payne is a member of the management committee of the Edison Foundation Institute for Electric Innovation, which focuses on advancing the adoption and application of new technologies to strengthen and transform the power grid. EDUCATION Mr. Payne has a degree in mechanical engineering from the University of California, Berkeley, and is a registered professional engineer.
AGE 59
SCE DIRECTOR SINCE 2016
BOARD COMMITTEES ●None
OTHER PUBLIC COMPANY BOARDS ●None

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		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 SCE from 2014 to 2016. From 2011 to 2014, Mr. Pizarro served as President of EME, an indirect subsidiary of EIX that filed for bankruptcy in 2012 and emerged through a sale of its principal assets in 2014. He has held a wide range of other executive positions at the EIX companies since joining in 1999, including Executive Vice President responsible for SCE’s transmission and distribution system, power procurement and generation. Mr. Pizarro 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 provides in-depth knowledge of the Company’s business, experienced industry leadership, safety and operations, workforce management, cybersecurity, business resiliency and strategic planning experience and background. His leadership and experience dealing with difficult challenges during the EME bankruptcy add value to the Board. Mr. Pizarro also brings the experience and perspective of a director of several electric industry associations. OTHER BOARD SERVICE Mr. Pizarro is a director of the Edison Electric Institute, where he also serves on the executive committee and as co-chair of the CEO task force on transportation electrification. He is also a director of the Electric Power Research Institute (“EPRI”) and will become chair of EPRI effective April 2020. Mr. Pizarro serves on the U.S. Secretary of Energy Advisory Board and is a member of the Electricity Subsector Coordinating Council, which coordinates with the federal government and electric power sector to prepare for, and respond to, national-level disasters and physical and cybersecurity threats to critical infrastructure. He is a member of the External Advisory Committee of the Massachusetts Institute of Technology’s Future of Storage study to consider key storage technologies for electricity systems that rely on variable renewable energy resources. Mr. Pizarro also serves as a member of the Board of Governors of Argonne National Laboratory and the Board of Trustees of the California Institute of Technology. EDUCATION Mr. Pizarro is a graduate of Harvard University and earned a Ph.D. in chemistry from the California Institute of Technology.
AGE 54
EIX DIRECTOR SINCE 2016
SCE DIRECTOR SINCE 2014
BOARD COMMITTEES ●None
OTHER PUBLIC COMPANY BOARDS ●None

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ITEM 1: ELECTION OF DIRECTORS

		CAREY A. SMITH PROFESSIONAL HIGHLIGHTS Ms. Smith serves as president and chief operating officer of Parsons Corporation, a disruptive technology provider for global defense, intelligence and critical infrastructure markets. She has served as president since November 2019 and as chief operating officer since 2018. From 2016 to 2018, Ms. Smith served as president of Parsons’ Federal Solutions business. Before joining Parsons, she served in progressive leadership roles at Honeywell International Inc. from 2011 to 2016, including president of the Defense and Space business unit, vice president of Honeywell Aerospace Customer and Product Support, and president of Honeywell Technology Solutions, Inc. Prior to joining Honeywell, Ms. Smith served in several leadership roles at Lockheed Martin Corporation from 1985 to 2011. QUALIFICATIONS AND ATTRIBUTES Ms. Smith is responsible for strategy, growth and execution at Parsons, which was headquartered in Southern California until 2019 and continues to have key programs throughout the state. Her strategic planning role and understanding of the impact of California’s regulatory landscape on SCE’s business customers contribute to the Board’s effective oversight of key issues confronting the electric utility industry. Ms. Smith’s operational experience in safety-intensive environments provides an important perspective to the Board and its Safety and Operations Committee. She brings a strong background in cybersecurity through her aerospace and defense industry experience and is a certified cybersecurity governance professional by the National Association of Corporate Directors. OTHER BOARD SERVICE Ms. Smith is a director and vice chair of the Professional Services Council and previously served as a director of NN, Inc. EDUCATION Ms. Smith holds a bachelor’s degree in electrical engineering from Ohio Northern University and a master’s degree in electrical engineering from Syracuse University. In 2018, she received an honorary doctorate degree from Ohio Northern University for her contributions to the university and the field of engineering.
AGE 56
DIRECTOR SINCE 2019
BOARD COMMITTEES ●Compensation ●Safety and Operations
OTHER PUBLIC COMPANY BOARDS ●None

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ITEM 1: ELECTION OF DIRECTORS

		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 she specialized in energy and environmental regulation. She previously served as Deputy Secretary of, and held senior positions in, the U.S. Department of Energy. Ms. Stuntz also previously served as associate minority counsel and minority counsel to the Energy and Commerce Committee of the U.S. House of Representatives. She served on the U.S. Secretary of Energy Advisory Board during 2015 and 2016. QUALIFICATIONS AND ATTRIBUTES Ms. Stuntz’s utility and environmental law and public policy experience is particularly relevant to the Company’s business. During her time at the U.S. Department of Energy, she held positions that focused on issues related to global climate change and energy-related measures to minimize GHG emissions, key issues that impact the Company in California. Ms. Stuntz’s corporate governance experience from her service on other public company boards and as a member of our Governance Committee since 2014 informs her leadership as Committee Chair. She brings safety experience from her private industry work with utilities and energy companies, as a director of public companies in industries that have significant safety concerns for workers and the public, and as a member of our Safety and Operations Committee since 2014. OTHER BOARD SERVICE 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 is a Senior Advisor at the Center for Strategic and International Studies and the chair of the External Advisory Committee of the Massachusetts Institute of Technology’s Future of Storage study to consider key storage technologies for electricity systems that rely on variable renewable energy resources. EDUCATION Ms. Stuntz is a graduate of Wittenberg University and received her law degree from Harvard University.
AGE 65
DIRECTOR SINCE 2014
BOARD COMMITTEES ●Governance (Chair) ●Safety and Operations
OTHER PUBLIC COMPANY BOARDS ●Royal Dutch Shell plc

		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. Prior to that, he 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 the perspective of a president and chief executive officer of a large public company, which is particularly valuable as Chair of the EIX Board. He provides significant operational experience, including leadership of successful company transformation, and experience managing the risks and operations of a public company with a large workforce. This experience in the technology sector is important to the Board in the changing electric industry. Mr. Sullivan’s leadership as a chief executive and experience on other public company boards is valuable to the Compensation and Governance Committees. As a California resident with extensive professional experience in the state, Mr. Sullivan also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment. OTHER BOARD SERVICE Mr. Sullivan is the chair of the board 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.
AGE 70
DIRECTOR SINCE 2015 EIX Board Chair
BOARD COMMITTEES ●Compensation ●Governance
OTHER PUBLIC COMPANY BOARDS ●Maxim Integrated

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ITEM 1: ELECTION OF DIRECTORS

		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 provides finance and public policy experience, which is particularly relevant to the Company’s infrastructure investment strategy and highly regulated business. He also brings capital markets experience from his investment banking career. At the University of California, Mr. Taylor had direct responsibility for risk management, accounting and financial reporting, which is valuable as a financial expert and Chair of the Audit and Finance Committee. He also brings safety experience from his years as a senior executive of the University of California, which launched the “Be Smart About Safety” campaign across all campuses during his tenure, and in his oversight role as a member of the Board of Trustees of the California State University. As a California resident with extensive professional experience in the state, Mr. Taylor also understands the perspective of utility customers impacted by California’s wildfires and regulatory environment. OTHER BOARD SERVICE Mr. Taylor is a trustee of several funds in the Western Asset Fund Family 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, the Ralph M. Parsons Foundation 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.
AGE 61
DIRECTOR SINCE 2011
BOARD COMMITTEES ●Audit and Finance (Chair) ●Safety and Operations
OTHER PUBLIC COMPANY BOARDS ●Western Asset Fund Family

		KEITH TRENT PROFESSIONAL HIGHLIGHTS Mr. Trent has 14 years of experience as a utility 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). He also practiced law for 15 years before joining Duke. QUALIFICATIONS AND ATTRIBUTES Mr. Trent provides extensive utility operations, strategic planning, legal and safety experience as an executive of one of the largest electric power companies in the U.S., where he had direct management responsibility for the health and safety of a large workforce. His utility operational experience in, and perspective on, regulation, risk management, safety and cybersecurity are particularly relevant to our business and the regulatory framework in which we operate. This experience is particularly valuable to the Audit and Finance and Safety and Operations Committees, and supports his role as the Board’s liaison to the Company’s cybersecurity oversight group (see page 25). OTHER BOARD SERVICE Mr. Trent is a director of Capital Power Corporation and TRC Companies, Inc., which was a public company until 2017. He serves as the Chair of the Health, Safety and Environmental Committee of Capital Power Corporation. EDUCATION Mr. Trent is a graduate of Southern Methodist University and received his law degree from the University of Texas School of Law.
AGE 60
DIRECTOR SINCE 2018
BOARD COMMITTEES ●Audit and Finance ●Safety and Operations
OTHER PUBLIC COMPANY BOARDS ●Capital Power Corporation

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KEY GOVERNANCE PRACTICES

We believe the Company has established corporate governance standards and practices that create long-term value for our shareholders and other stakeholders. As discussed below, our key corporate governance policies and practices include:

SHAREHOLDER ENGAGEMENT

We engage with our major institutional shareholders regarding strategy and financial and operational performance throughout the course of the year. We also engage with these shareholders on corporate governance, executive compensation and ESG issues at least annually. In 2019 and 2020, we had a cross-functional team from corporate governance, investor relations, executive compensation and sustainability participate in meetings and calls with holders of approximately 40% of EIX Common Stock. The EIX CEO, CFO and Board Chair also participated in certain meetings. The nature of these engagements centered around the Company’s strategy, wildfire response and ESG efforts and disclosure. The shareholders we engaged with offered constructive feedback on opportunities to enhance our ESG practices and disclosure, which was subsequently communicated to the Governance Committee. Feedback on compensation matters was shared with the Compensation Committee.

CORPORATE GOVERNANCE DOCUMENTS

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

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

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OUR CORPORATE GOVERNANCE

GOVERNANCE STRUCTURE AND PROCESSES

BOARD LEADERSHIP STRUCTURE

Mr. Sullivan has served as the independent Chair of the EIX Board since 2016. The EIX Board believes having separate Chair and CEO positions is the most appropriate leadership structure for EIX at this time, 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, facilitating the Board’s independent oversight of management, and providing advice and counsel to Mr. Pizarro. As independent Chair, Mr. Sullivan’s duties include:

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.

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.

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 atwww.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 2020, prior to recommending director nominees for election, the Board confirmed that the independent directors had no relationships or transactions that disqualified them as independent.

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OUR CORPORATE GOVERNANCE

DIRECTOR NOMINATION PROCESS

The Governance Committee, comprised solely of independent directors under 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:

In 2019, the Committee retained a director search firm to identify director candidates, coordinate the interview process and conduct reference and background checks. Ms. Smith, who is a first-time nominee for election by the shareholders at the Annual Meeting, was recommended by the Committee’s director search firm.

The Committee uses the same process to evaluate a candidate regardless of 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:

The Committee also considers other factors and information, including the Board’s 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.

Our Corporate Governance Guidelines include the Board’s policy that director nominees should reflect diversity of skills, backgrounds, gender and ethnicity. The Committee considers the diversity of candidates when recommending nominees for election and, prior to nominating Ms. Smith for election to the Board, 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.

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OUR CORPORATE GOVERNANCE

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; however, a director who is an executive officer of a public company is limited to two public company boards, including the Company’s Board and his or her employer’s board.

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 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 of each organizational unit as it relates to their specific Board and committee duties.

We provide continuing education to directors at least annually on specific topics that relate to the Company’s strategic priorities. These sessions are led by management and often 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.

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 used a third-party facilitator to conduct the Board’s evaluation by interviewing each director and reporting on the results to the Board. In 2019, the Committee retained the same third-party facilitator to assist with the preparation and analysis of Board and Board committee surveys designed to build on the 2018 interviews. The surveys elicited feedback in the following areas:

The facilitator reported the results to the Board at the October meeting, noting directors provided thoughtful, constructive responses. The facilitator and the Board met in executive session to discuss areas of strength and opportunities for improvement.

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 atwww.edison.com/corpgov. The EIX Board made this decision after careful consideration of feedback received from our engagement with shareholders regarding proxy access.

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OUR CORPORATE GOVERNANCE

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, given 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 that is then reviewed by the Compensation Committee. The Board also considers external CEO succession candidates from time to time and may retain an executive search firm to help identify and assess potential candidates.

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 occurs through presentations to the Board and Board committees, director education sessions, other business interactions, and social events intended for this purpose.

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.

DIRECTOR MEETING ATTENDANCE

The Board met 10 times in 2019 and held six executive sessions of the independent directors. The average director attendance for all Board and Board committee meetings was 96% and each director attended at least 89% of all meetings he or she was eligible to attend.

Director nominees are expected to attend Annual Meetings. All EIX and SCE director nominees attended the 2019 Annual Meeting except Mr. Taylor, who was on jury duty.

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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OUR CORPORATE GOVERNANCE

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.

There are no transactions between the Company and a related person required to be reported under applicable SEC rules.

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. The Board occasionally creates special Board committees to focus on certain topics.

Director		Audit and Finance Committee		Compensation Committee		Governance Committee		Safety and Operations Committee
Jeanne Beliveau-Dunn
Michael Camuñez
Vanessa C.L. Chang
James T. Morris
Timothy T. O’Toole
Carey A. Smith
Linda G. Stuntz
William P. Sullivan
Peter J. Taylor
Keith Trent
# Meetings in 2019		7		4		10		5

		Member
		Chair
F		Financial Expert

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KEY AREAS OF BOARD AND COMMITTEE OVERSIGHT

SAFETY OVERSIGHT

The Board believes the safety of employees, contractors, customers and the public is essential to the Company’s values and success. As part of its oversight function, the Board engages directly with management on safety topics, including wildfire mitigation. The Board also has a Safety and Operations Committee which maintains joint responsibility with the Board for safety oversight at the Company. As discussed above, the Safety and Operations Committee is responsible for oversight of the Company’s safety performance, culture, goals, risks and significant safety-related incidents involving employees, contractors or members of the public.

The Safety and Operations Committee receives regular safety reports from management that include performance metrics, reporting on serious incidents, and actions to improve employee, contractor, customer and public safety. The Chair of the Committee then reports to the Board at its next meeting. In 2019, specific focus was been given to oversight of the development and implementation of SCE’s Grid Safety and Resiliency Program and its Wildfire Mitigation Plans. Other significant focus areas in the past two years have included worker and public safety, SCE’s safety culture, safe decommissioning of the San Onofre Nuclear Generating Station, the safety and security of SCE’s grid assets including cybersecurity, safety metrics and benchmarking, and response plans for earthquakes and natural disasters.

In addition, as discussed in theCompensation Discussion and Analysisbelow, the Compensation Committee has made safety a foundational goal that can negatively impact annual incentive compensation of our executives.

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 2019, the Board education sessions on strategic topics focused on operational practices related to wildfire mitigation and transportation electrification.

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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:

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 independent Chair of the EIX Board and Committee chairs facilitate communication between management and directors.

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OUR CORPORATE GOVERNANCE

CYBERSECURITY OVERSIGHT

The Company has identified cybersecurity as a key enterprise risk. Cybersecurity 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 regular cybersecurity updates from SCE’s Chief Information Officer that focus on cybersecurity threats, defenses, and data analytics that impact the Company’s most critical assets. The Board also receives an annual report on cybersecurity from SCE’s Chief Information Officer and an independent cybersecurity consultant that includes an assessment of the Company’s program and organization.

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 Trent serves as the Board liaison to the oversight group and regularly attends meetings. Other Board members are invited to attend meetings and typically attend at least one meeting annually.

ESG OVERSIGHT

The Company’s ESG practices impact all of our stakeholders – shareholders, customers, employees, suppliers, and the communities we operate in and serve. With SCE being a regulated, investor-owned utility, the interests of our customers, employees, suppliers and communities are critical to the Company’s success and ability to provide sustainable, long-term value to shareholders. In 2019, the Company signed the Business Roundtable’s Statement on the Purpose of a Corporation which reflects our commitment to our stakeholders and the ESG issues that impact them.

The Board oversees safety, climate change and other ESG risks and opportunities as an integral part of its oversight of the Company’s strategy. ESG issues are core to our strategy and, therefore, incorporated into topics reviewed at each Board meeting and the Board’s annual in-depth strategy meeting. The Board regularly monitors risks arising from climate-related events that impact our business, such as wildfires, and provides direction and guidance to management on the mitigation of these risks. The Board oversees the impact of environmental legislation and regulation on the Company’s clean energy strategy and monitors progress on key objectives related to renewable energy, distributed generation, transportation electrification, energy efficiency, and climate change, among other areas. In addition, the Board approves capital budgets that reflect allocation decisions for grid modernization, transportation electrification, energy storage and customer-facing programs. The Board also reviews corporate goals related to safety, reliability, grid modernization, capital spending, and diversity to ensure that they advance the Company’s strategy.

The Board also oversees the Company’s diversity and inclusion initiatives, executive diversity, succession and talent planning, and corporate culture. In 2019, the Board reviewed diversity metrics, cultural initiatives and talent development opportunities. Discussions at the Board level involved a holistic view of the employee experience as well as discussion of both current strengths and opportunities.

Many of our directors participate in leadership and employee resource group (“ERG”) programs to support the Company’s diversity and inclusion initiatives. The Company also supports the Board’s participation in facility tours to better understand our operations and wildfire mitigation activities and engage directly with employees. Directors participated in the following programs and tours in 2019:

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The Governance Committee is responsible for reviewing significant ESG trends that may impact the Company and ensuring that the Board and its committees have the appropriate oversight of relevant ESG issues. Board committees comprised entirely of independent directors have responsibility for risk and operational oversight of the specific ESG-related issues outlined below.

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The following table presents information regarding the compensation paid for 2019 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 2019

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DIRECTOR COMPENSATION

ANNUAL RETAINER

Compensation for non-employee directors during 2019 included an annual retainer 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 compensation paid to directors in 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. Directors are not paid meeting fees.

ANNUAL EQUITY AWARDS

Upon re-election to the Board on April 25, 2019, non-employee directors were granted an annual equity award of EIX Common Stock or deferred stock units with an aggregate grant date value of $152,500.

Upon his re-appointment as Chair of the EIX Board on April 25, 2019, Mr. Sullivan was granted a supplemental annual equity award of EIX Common Stock or deferred stock units with an aggregate grant date value of $75,000.

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. Ms. Smith received a prorated initial election award on October 24, 2019 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 before the date of EIX’s Annual Meeting, then 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 Annual Meeting. Accordingly, Ms. Beliveau-Dunn received an initial election award on February 28, 2019 with a grant date value of $152,500 and did not receive an additional equity award for her re-election 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 2019 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.

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DIRECTOR COMPENSATION

EIX DIRECTOR DEFERRED COMPENSATION PLAN

Non-employee directors are eligible to defer up to 100% of their retainers and meeting fees (if any). 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:

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 2019. 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. Management’s input focuses on legal, compliance, and administrative issues.

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DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

The following table shows the number of shares of EIX Common Stock beneficially owned as of March 2, 2020 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 15, 2020.

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OUR STOCK OWNERSHIP

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, 2019:

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ITEM 2: RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 2020. 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.

At least annually, the Committee meets 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 connection with the mandated rotation of PwC’s lead engagement partner effective beginning with PwC’s audit of the Company’s 2021 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.

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

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ITEM 2: RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2019 and December 31, 2018:

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 2019 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, 2019, 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 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AUDIT COMMITTEE REPORT

The Audit and Finance Committee is composed of the five independent directors listed below and operates under a charter adopted by the Board, which is posted on our website atwww.edison.com/corpgov.

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 Morris, Taylor and Trent each qualify as an “audit committee financial expert” as defined by SEC rules.

Management is responsible for the Company’s internal controls and the financial reporting process, including the integrity and objectivity of the financial statements. The Independent Auditor performs an independent audit of the Company’s financial statements under the standards of the PCAOB and issues a report on the financial statements. The Audit and Finance 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, 2019 financial statements, the Committee:

Based upon these reviews and discussions, the Audit and Finance Committee recommended to the Board that the audited financial statements be included in the Company’s 2019 Annual Report to be filed with the SEC.

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ITEM 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The advisory vote to approve the Company’s executive compensation, commonly known as “Say-on-Pay,” gives shareholders the opportunity to endorse or not endorse 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 over 90% of the votes cast in each of the last nine 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 theCompensation 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 2020.”

It is expected that the next Say-on-Pay vote will occur at the 2021 Annual Meeting.

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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 2019, 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:

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.

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’ or other stakeholders’ long-term interests.

WHAT WE DO		WHAT WE DON’T DO
We tie pay to performance by making the majority of compensation “at risk” and linking it to stakeholders’ 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 that impose sales restrictions on officers We maintain an incentive compensation clawback policy Our Committee’s compensation consultant is independent and does not provide any other services to the Company		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 short sales, trading in derivatives or hedging of Company securities by directors or employees

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COMPENSATION DISCUSSION AND ANALYSIS

EIX NEOs FOR 2019
EIX NEOs are identified below. EIX shareholders will vote on EIX executive compensation.

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; also SCE President effective June 7, 2019	ADAM S. UMANOFF EIX EVP and General Counsel	J. ANDREW MURPHY EIX Senior Vice President (“SVP”)

SCE NEOs FOR 2019
SCE NEOs are identified below. SCE shareholders will vote on SCE executive compensation.

KEVIN M. PAYNE SCE CEO; also SCE President effective June 7, 2019	WILLIAM M. PETMECKY, III SCE SVP and CFO	PHILIP R. HERRINGTON SCE SVP	RUSSELL C. SWARTZ SCE SVP and General Counsel	STEVEN D. POWELL SCE EVP effective September 2, 2019; SCE SVP through September 1, 2019
RONALD O. NICHOLS SCE President through June 6, 2019	CAROLINE CHOI SCE SVP; also EIX SVP effective February 4, 2019

ELEMENTS AND OBJECTIVES OF TOTAL DIRECT COMPENSATION

Element		Form		Key Objective		% of EIX CEO 2019 Target Total Direct Compensation*
BASE SALARY		Fixed Pay: Cash		Establish a pay foundation to attract and retain qualified executives
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
LONG-TERM INCENTIVE AWARDS		Variable Pay: Equity		Directly align executive pay with long-term value provided to shareholders, and benefit customers by enhancing executives’ focus on the Company’s long-term goals
		●50% stock options ●25% performance shares ●25% restricted stock units		●Link compensation to stock price increase ●Reward relative shareholder return compared to peers and earnings per share compared to pre-established targets ●Encourage retention and ownership, with value tied to absolute shareholder return

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COMPENSATION DISCUSSION AND ANALYSIS

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 2015 and the chart shows his TDC for that year. Mr. Pizarro succeeded Mr. Craver as EIX CEO on September 30, 2016 and the chart shows his full-year TDC for 2016 through 2019. (The 2019 Peer Median TDC in the chart is the same as the 2018 Peer Median TDC, since peer group data for 2019 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, 2016 and EIX President from June 1 through September 29, 2016). 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 he did not receive an annual incentive award for 2018. 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.

For 2019, the Committee increased Mr. Pizarro’s target TDC to be approximately at the peer median. Mr. Pizarro’s annual incentive award payout for 2019 (and therefore his actual TDC) was slightly above target largely due to core earnings and wildfire resiliency efforts that exceeded target levels, as discussed in “Annual Incentive Awards” below.

EIX CEO VS. PEER GROUP MEDIAN TOTAL DIRECT COMPENSATION (TDC)

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COMPENSATION DISCUSSION AND ANALYSIS

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 strong 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 total shareholder return (“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, 2015-2019

As the chart above shows, EIX’s TSR was approximately 35% for the five-year period from 2015 to 2019.

TSR increased significantly from 2015 to 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. The largest increase in TSR occurred in 2019. That is also the year the EIX CEO’s TDC was at its peak, partly to due to an above-target annual incentive award payout.

The discussion above focuses 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).

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COMPENSATION DISCUSSION AND ANALYSIS

EIX CEO PERFORMANCE SHARES – GRANT DATE FAIR VALUE VS. REALIZED VALUE

The realized value at payout for 2015, 2016 and 2017 performance share awards averaged 63% of the respective grant date fair values. Two metrics are used to determine performance share payouts—relative TSR and core earnings⁽³⁾per share (”EPS”) compared to target—with each metric weighted 50%. The metrics are explained in “Long-Term Incentive Awards” below.

TSR performance shares granted during 2015, 2016 and 2017 did not pay out and were forfeited in their entirety. This occurred primarily due to the significant impact of wildfires on EIX’s relative TSR beginning December 2017.

As a result, the entire realized value at payout for the 2015, 2016 and 2017 performance share awards was from EPS performance shares. EIX’s strong EPS performance compared to target during the three performance periods resulted in above-target payouts for EPS performance shares granted during 2015, 2016 and 2017.

SHAREHOLDER COMMUNICATION AND COMPENSATION PROGRAM FOR 2020

As discussed under “Shareholder Engagement” above, 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 93% of the votes cast in 2019. 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 2020.

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COMPENSATION DISCUSSION AND ANALYSIS

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:

A significant portion of our executives’ total direct compensation is tied to company performance. The following charts show that incentive compensation represented 87.5% of the 2019 target total direct compensation for the EIX CEO and 72.2% of the 2019 target total direct compensation for EIX’s and SCE’s other NEOs.

EIX CEO PAY MIX	OTHER NEO PAY MIX

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

BASE SALARY

For 2019, 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. Herrington, Petmecky, and Powell and Ms. Choi for 2019 to bring them to, or closer to, the market median base salary for their respective positions.

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COMPENSATION DISCUSSION AND ANALYSIS

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 vision and strategy described on page 1.

The 2019 annual incentive award target value for each NEO was set as a percentage of the NEO’s base salary (the “Annual Incentive Target %”).

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 2020, 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 2019 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, Herrington, Swartz, Powell, and Nichols. Ms. Choi’s annual incentive award was based on a prorated blend of corporate performance factors, with the SCE corporate performance factor applying for the period from January 1, 2019 through February 3, 2019, when she served as SCE’s SVP Regulatory Affairs (and was an executive officer of only SCE), and with the EIX corporate performance factor applying for the period from February 4, 2019 through December 31, 2019, when she served as SVP Corporate Affairs for both companies (but is designated as an executive officer of only EIX).

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COMPENSATION DISCUSSION AND ANALYSIS

2019 EIX CORPORATE PERFORMANCE SCORING MATRIX

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COMPENSATION DISCUSSION AND ANALYSIS

2019 SCE CORPORATE PERFORMANCE SCORING MATRIX

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COMPENSATION DISCUSSION AND ANALYSIS

2019 ANNUAL INCENTIVE AWARDS

Based on 2019 performance, the EIX and SCE corporate performance factors were 110% of target for NEOs. 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.

The Committee determined the annual incentive award for each NEO by multiplying the annual incentive target percentage for the NEO by the corporate performance factor applicable to the NEO and an individual performance factor. The Committee assessed the 2019 performance of Messrs. Pizarro, Payne and Umanoff and Ms. Rigatti as strong or exemplary, but decided to use an individual performance factor of 100% for each of them to align their annual incentive award payouts with the corporate performance factor and focus their attention on leading the organization to achieve overall Company performance. For the other NEOs, individual performance factors were determined by the Committee in its discretion, based on its assessment of each NEO’s overall performance and achievements for the year, and relative impact and contribution to corporate performance compared to executives in similar roles.

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COMPENSATION DISCUSSION AND ANALYSIS

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

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COMPENSATION DISCUSSION AND ANALYSIS

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 27, 2019, the Committee approved 2019 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 5, 2019 grant date. The grant date value of each award is listed in the “Grants of Plan-Based Awards” tables below.

For 2019, the Committee increased the Long-Term Incentive Target % for all EIX and most SCE NEOs in order to tie a larger portion of compensation to long-term Company performance and for retention purposes.

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 (“EPS”) metric discussed below, the respective award value is converted into a specific number of EPS performance shares by dividing the award value by the closing price of a share of EIX Common Stock on the grant date.

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COMPENSATION DISCUSSION AND ANALYSIS

Performance shares granted from 2016 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 shares granted in 2019 are payable in EIX Common Stock, a portion of which will be withheld or sold to the extent necessary to satisfy tax withholding or governmental levies.

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:

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

EIX’s three-year TSR from 2017-2019 ranked last among 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 2017.

PERFORMANCE SHARE AWARDS: EPS METRIC

The second performance metric is based on EIX’s three-year average annual core earnings⁽¹⁾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:

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.

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COMPENSATION DISCUSSION AND ANALYSIS

In February 2020, the Committee certified the following EPS performance multiples for the three calendar years in the performance period for the 2017 grant:

Since the average of the EPS performance multiples for 2017, 2018, and 2019 was 1.20x, EPS performance shares granted in 2017 paid out at 120% 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.

The restricted stock units are paid in EIX Common Stock, a portion of which is withheld or sold to the extent necessary to satisfy tax withholding or 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.

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COMPENSATION DISCUSSION AND ANALYSIS