This section has been included in this Proxy Statement pursuant to the SEC’s pay versus performance (“PvP”) disclosure rules. The SEC has developed a definition of pay, referred to as compensation actually paid (“CAP”), that companies must calculate and compare to both Summary Compensation Table (“SCT”) pay and certain performance measures in the following Pay Versus Performance table.
The Committee does not use CAP as a basis for making compensation decisions. Please refer to theCompensation Discussion and Analysis above for a description of how we use our compensation program to drive performance.
In accordance with the PvP rules, the following Pay Versus Performance Table summarizes the relationship between SCT pay, CAP and our financial performance for the years shown in the table for our CEO and our other Named Executive Officers (in this discussion, our CEO is also referred to as our principal executive officer or “PEO,” and our Named Executive Officers other than our CEO are referred to as our “Non-PEO NEOs”).
Pay Versus Performance Table
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| · · · · · · · · · · Value of Initial Fixed $100 · · · · |
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| · · · Average · · Investment Based On: · · |
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| | | | | | | Summary | | Average | | | | | | | | |
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| | | Summary | | | | Compensation | | Compensation | | | | | | | | |
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| · · Compensation · · Compensation · · Table Total · · Actually Paid to · · · PHLX Utility · · EIX Net · · |
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| | | Table Total | | Actually | | for Non-PEO | | Non-PEO | | EIX | | Sector Index | | Income(5) | | EIX Core |
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| | | for CEO(1)(2) | | Paid to CEO(3) | | NEOs(1)(2) | | NEOs(3) | | TSR(4) | | TSR(4) | | (Millions) | | EPS(6) |
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| Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) |
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| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) |
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| 2024 | | 13,809,571 | | 21,038,535 | | 3,425,788 | | 4,503,583 | | 131 | | 134 | | 1,546 | | 4.93 |
| 2023 | | 14,881,111 | | 22,827,198 | | 3,411,388 | | 4,573,893 | | 113 | | 111 | | 1,407 | | 4.76 |
| 2022 | | 12,191,229 | | 11,737,696 | | 2,682,477 | | 2,693,250 | | 97 | | 122 | | 824 | | 4.61 |
| 2021 | | 14,364,340 | | 20,039,901 | | 3,150,435 | | 4,001,757 | | 99 | | 121 | | 925 | | 4.62 |
| 2020 | | 15,785,999 | | 5,705,558 | | 3,519,193 | | 1,589,352 | | 87 | | 103 | | 871 | | 4.65 |
| (1) | Mr. Pizarro was our CEO for each of the five years included in the table above. For 2020, our Non-PEO NEOs were Ms. Rigatti, Mr. Umanoff, Kevin M. Payne (SCE’s President and CEO in 2020 and 2021 through Nov. 30, 2021), and J. Andrew Murphy (EIX SVP through July 2023 and President and CEO of Trio (formerly Edison Energy) since July 2023). For 2021, our Non-PEO NEOs were Ms. Rigatti and Messrs. Umanoff, Powell, Murphy, and Payne. For 2022, our Non-PEO NEOs were Mses. Rigatti and Choi and Messrs. Umanoff and Powell. For 2023, our Non-PEO NEOs were Ms. Rigatti and Messrs. Umanoff, Powell, and Murphy. For 2024, our Non-PEO NEOs are Mses. Rigatti and Choi and Messrs. Umanoff and Powell. |
| (2) | The dollar amounts reported in column (b) are the amounts reported for Mr. Pizarro (our CEO) for each of the corresponding years in the “Total” column of the Summary Compensation Table in each applicable year. The dollar amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group (excluding Mr. Pizarro) in the “Total” column of the Summary Compensation Table in each applicable year. |
| (3) | For purposes of this table, the CAP for each of our NEOs means the NEO’s total compensation as reflected in the SCT for the applicable year and adjusted for the following with respect to each NEO: |
| ● | Less the aggregate change in the actuarial present value of the accumulated benefit under the SCE Retirement Plan and the EIX Executive Retirement Plan included in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the SCT for the applicable year, |
| ● | Plus the pension service cost for the applicable year (there was no prior service cost for the NEOs for the fiscal years covered by the table), |
| ● | Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the SCT for the applicable year, |
| ● | Plus the year-end value of EIX LTI awards granted in the covered fiscal year that were outstanding and unvested at the end of the covered fiscal year, |
| ● | Plus/(less) the change in value as of the end of the covered fiscal year as compared to the end of the prior fiscal year for EIX LTI awards that were granted in prior years and were outstanding and unvested at the end of the covered fiscal year, |
| ● | Plus the vesting date value of EIX LTI awards which were granted and vested during the same covered fiscal year (none of EIX’s LTI awards granted to NEOs during the fiscal years covered by the table vested in the year of grant), |
| ● | Plus/(less) the change in value as of the vesting date as compared to the end of the prior fiscal year for awards that were granted in prior years and vested in the covered fiscal year, |
| ● | Less, as to any EIX LTI awards that were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year (none of EIX’s LTI awards granted to NEOs in prior fiscal years were forfeited during the fiscal years covered by the table), |
| ● | Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested EIX LTI awards (no dividends or dividend equivalents are credited with respect to EIX options and, for other EIX LTI awards, the crediting of dividend equivalents has been taken into account in determining the applicable year-end or vesting date value of the award), |
| ● | Plus, as to an EIX LTI award that is materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of EIX’s LTI awards held by the NEOs were materially modified during the fiscal years covered by the table). |
The table above reflects the CAP for our CEO and the average of the CAPs determined for the Non-PEO NEOs.
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| 66 2025 Proxy Statement | www.edison.com/investors |
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The following table provides a reconciliation of the SCT Total to CAP for our CEO.
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| · Fiscal Year · Fiscal Year · Fiscal Year · · Fiscal Year · Fiscal Year |
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| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO | | 2020 ($) | | 2021 ($) | | 2022 ($) | | 2023 ($) | | 2024 ($) | |
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| Summary Compensation Table Total | | | 15,785,999 | | | 14,364,340 | | | 12,191,229 | | | 14,881,111 | | | 13,809,571 |
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| - Aggregate Change in Actuarial Present Value of Accumulated Pension Value Included in the SCT | | | (5,387,582) | | | (3,187,737) | | | 0 | | | (2,494,851) | | | (1,225,053) |
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| + Pension Service Cost | | | 366,188 | | | 341,921 | | | 732,343 | | | 673,109 | | | 649,629 |
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| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | (7,417,623) | | | (7,647,587) | | | (8,768,150) | | | (9,100,190) | | | (9,310,105) |
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| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | 7,488,037 | | | 13,800,409 | | | 9,536,342 | | | 11,501,616 | | | 12,103,669 |
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| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | (4,838,500) | | | 2,713,850 | | | (1,221,846) | | | 5,112,984 | | | 2,968,860 |
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| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | (290,962) | | | (345,295) | | | (732,222) | | | 2,253,420 | | | 2,041,964 |
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| Compensation Actually Paid | | | 5,705,558 | | | 20,039,901 | | | 11,737,696 | | | 22,827,198 | | | 21,038,535 |
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The following table provides a reconciliation of the average of the SCT Total for the Non-PEO NEOs for a fiscal year to the average of the CAP for the Non-PEO NEOs for that fiscal year.
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| · Fiscal Year · Fiscal Year · Fiscal Year · · Fiscal Year · Fiscal Year |
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| Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | | 2020 ($) | | 2021 ($) | | 2022 ($) | | 2023 ($) | | 2024 ($) | |
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| Summary Compensation Table Total | | | 3,519,193 | | | 3,150,435 | | | 2,682,477 | | | 3,411,388 | | | 3,425,788 |
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| - Aggregate Change in Actuarial Present Value of Accumulated Pension Value Included in the SCT | | | (1,050,375) | | | (598,406) | | | (61,312) | | | (599,130) | | | (427,579) |
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| + Pension Service Cost | | | 84,694 | | | 108,558 | | | 230,453 | | | 217,092 | | | 205,762 |
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| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | (1,354,502) | | | (1,290,029) | | | (1,375,761) | | | (1,550,274) | | | (1,651,484) |
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| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | 1,367,354 | | | 2,246,445 | | | 1,496,288 | | | 1,959,371 | | | 2,147,023 |
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| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | (920,735) | | | 438,009 | | | (176,858) | | | 790,838 | | | 485,052 |
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| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | (56,277) | | | (53,254) | | | (102,037) | | | 344,608 | | | 319,022 |
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| Compensation Actually Paid | | | 1,589,352 | | | 4,001,757 | | | 2,693,250 | | | 4,573,893 | | | 4,503,583 |
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| (4) | EIX TSR represents cumulative total shareholder return on a fixed investment of $100 in the EIX’s common stock for the period beginning on the last trading day of 2019 through the end of the applicable fiscal year and is calculated assuming the reinvestment of dividends. PHLX Utility Sector Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the PHLX Utility Sector Index for the period beginning on the last trading day of 2019 through the end of the applicable fiscal year and is calculated assuming the reinvestment of dividends. |
| (5) | This column shows EIX’s GAAP net income for each fiscal year covered by the table. |
| (6) | This column shows EIX’s Core EPS (as measured for EPS performance shares) for each fiscal year covered by the table. See Performance Share Awards: Core EPS Metric above for more information about the calculation of this metric. |
| www.edison.com/investors | 2025 Proxy Statement 67 |
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Relationship Between CAP and TSR
The following chart shows the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five years and EIX’s total shareholder return and the total shareholder return for the PHLX Utility Sector Index (each calculated as described in footnote 4 to the Pay Versus Performance Table above) over that period of time. A significant portion of our NEOs’ compensation consists of equity awards, a portion of which is tied directly to our TSR results; thus, CAP moved in alignment with our total shareholder return during the 2020-2024 period.
Relationship Between CAP and GAAP Net Income
The following chart shows the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five years and EIX’s GAAP net income for each of those years.
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| 68 2025 Proxy Statement | www.edison.com/investors |
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Relationship Between CAP and Core EPS
The following chart shows the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five years and EIX’s Core EPS (as measured for EPS performance shares) for each of those years. SeePerformance Share Awards: Core EPS Metric above for more information about the calculation of this metric. EIX’s three-year average annual Core EPS measured against target levels was used to determine payouts for our NEOs’ EPS performance shares during the 2020-2024 period.
2024Performance Measures
In accordance with PvP rules, the following is an unranked list of EIX’s financial performance measures we consider most important in linking the CAP for our NEOs for 2024 with EIX’s performance.
| ● | Core EPS (see Performance Share Awards: Core EPS Metric above) |
| ● | Relative total shareholder return (see Performance Share Awards: TSR Metric above) |
| ● | Core earnings (see Annual Incentive Awards above) |
In addition to the financial performance measures listed above, the Company views its stock price (which is the performance metric for our stock options; in addition, the value of all of our equity awards is dependent on the Company’s stock price) and all of the goals for the Company’s annual incentive awards as key drivers of performance in achieving the Company’s safety, operational, financial and strategic goals. The Company views its safety and resiliency goals as particularly important, as reflected by the weighting of the safety and resiliency goal category for the Company’s 2024 annual incentive awards (50% for EIX and 55% for SCE), plus the safety and compliance foundation goals.
| www.edison.com/investors | 2025 Proxy Statement 69 |
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