DEF 14A of Edison International, Mar 15, 2024

DEF 14A of Edison International

Filed Mar 15, 2024 · FY20230001558370-24-003398

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees The Board, acting on the recommendation of the Nominating and Governance Committee, has nominated 11 directors for election to the Board. All nominees are current directors of the Company.

  2. Our Director Nominees

    | Name | Age | Director Since | Industry Experience | Representation | Independent | Committees | | | | | Other Public Boards | Mandatory Retirement | | | | | | | | AFC | CEPC | NGC | SOC | PC | | | | Jeanne Beliveau-Dunn | 64 | 2019 | Technology | White/ Female | | | | | | | 2 | 2032 | | Michael C. Camuñez | 55 | 2017 | Law/ Government | Hispanic/ Male/LGBTQ | | | | | | | 1* | 2042 | | Vanessa C.L. Chang | 71 | 2007 | Accounting/ Real Estate | Asian/ Female | | | | | | | 2* | 2025 | | James T. Morris | 64 | 2016 | Insurance | White/ Male | | | | | | | 0 | 2032 | | Timothy T. O’Toole | 68 | 2017 | Transportation | White/ Male | | | | | | | 0 | 2028 | | Pedro J. Pizarro | 58 | 2016 | Electric Utilities | Hispanic/ Male | CEO | | | | | | 1 | N/A | | Marcy L. Reed | 61 | 2022 | Electric/ Gas Utilities | White/ Female | | | | | | | 1 | 2035 | | Carey A. Smith | 60 | 2019 | Technology/ Engineering | White/ Female | | | | | | | 1 | 2036 | | Linda G. Stuntz | 69 | 2014 | Law/Utility Regulation | White/ Female | | | | | | | 0 | 2027 | | Peter J. Taylor | 65 | 2011 | Finance | African American/Male | | | | | | | 2* | 2031 | | Keith Trent | 64 | 2018 | Electric Utilities | White/ Male | | | | | | | 1 | 2032 |

  3. Our Director Nominees

    | AFCAudit and Finance Committee CEPCCompensation and Executive Personnel Committee NGCNominating and Governance Committee SOCSafety and Operations Committee PCPricing Committee | * Includes the board of a fund complex registered as an investment company under Securities and Exchange Commission (“SEC”) rules | | Member | | | | | Chair | | | | F | Financial Expert |

  4. Board Diversity

    Board Diversity Our director nominees are diverse in representation, with gender parity among independent directors, and have the diversity of skills, experiences and tenures to bring a variety of perspectives to strategic, financial and operational deliberations.

  5. Director Skills Matrix

    Director Skills Matrix The Board believes our director nominees have the appropriate diversity of experience, skills and attributes to effectively oversee our operations, risks and long-term strategy. All of our director nominees have strong leadership experience, a reputation for integrity, honesty and adherence to high ethical standards, and have demonstrated business acumen, experience and ability to exercise sound judgment as a director of the Company. The matrix below identifies specific areas of experience, skills and attributes important to the Company and reflected on the Board and each director who brings these to the Company.

  6. Director Skills Matrix

    | | BELIVEAU - DUNN | CAMUÑEZ | CHANG | MORRIS | O’TOOLE | PIZARRO | REED | SMITH | STUNTZ | TAYLOR | TRENT | | CORE SKILLS | | | | | | | | | | | | | Leadership | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | Strategic Planning | | | | | | | | | | | | | Regulatory | | | | | | | | | | | | | Workforce/Talent Management | | | | | | | | | | | | | Individual skills | | | | | | | | | | | | | Safety & Operations | | | | | | | | | | | | | Capital Markets | | | | | | | | | | | | | Utility Industry | | | | | | | | | | | | | Legal/Public Policy | | | | | | | | | | | | | Cybersecurity | | | | | | | | | | | | | Technology & Innovation | | | | | | | | | | | | | Financial Expertise* | | | | | | | | | | | | | Environmental & Sustainability | | | | | | | | | | | | | Engineering & Science | | | | | | | | | | | | | Corporate Governance | | | | | | | | | | | | | Public Company CEO | | | | | | | | | | | | | SCE/CA Utility Customer | | | | | | | | | | | |

  7. Director Skills Matrix

    *Meets the criteria for an “audit committee financial expert” under SEC rules.

  8. Director Biographies

    Director Biographies The biographies below describe each director nominee’s business and public company board experience for at least the past five years, the qualifications and attributes that caused the Board to determine that each nominee should serve as a director, and other relevant information such as age and Board committee service. The age provided for each nominee is as of March 15, 2024. 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.

  9. Director Biographies

    | AGE 64 DIRECTOR SINCE 2019 BOARD COMMITTEES: ■ Nominating and Governance ■ Safety and Operations EDUCATION: ■ B.S., University of Massachusetts ■ Executive M.B.A., Massachusetts Institute of Technology (“MIT”) | JEANNE BELIVEAU-DUNN | | | QUALIFICATIONS, ATTRIBUTES AND SKILLS 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. 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 cybersecurity issues facing the Company. She is also experienced in ESG matters, compensation, financial review, acquisitions, and risk and resiliency management. As a California resident, Ms. Beliveau-Dunn also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment. PROFESSIONAL HIGHLIGHTS ■ CEO and President, Claridad LLC, a software and services company focused on security, automation, and the internet of things (“IoT”) (2018–present) ■ Held a variety of management positions during 22-year career at Cisco Systems, a global security, networking and technology company (1996-2018), including Vice President and General Manager services and products, operations and strategy lead for services, Senior Director of product marketing and founder/leader of its internet business solutions group; also built and operated centers of excellence and created learning and knowledge practices for millions of users, and innovation practices for scale ■ President, IoT Talent Consortium, a membership-driven, non-profit organization (2016-2018) ■ Fellow, National Association of Corporate Directors OTHER BOARD SERVICE ■ Director, Columbus McKinnon (2020-present) ■ Director, Xylem, Inc. (2017-present) ■ Director, Sykes Enterprises (2021) ■ Director or advisory board member of private companies Crewdle (2022-present), ZEVX (2022-present) and Descartes Labs (2021-present) |

  10. Director Biographies

    | AGE 55 DIRECTOR SINCE 2017 BOARD COMMITTEES: ■ Audit and Finance ■ Nominating and Governance EDUCATION: ■ B.A., Harvard University ■ J.D., Stanford Law School | MICHAEL C. CAMUÑEZ | | | QUALIFICATIONS, ATTRIBUTES AND SKILLS 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 service on the California Resources Agency’s Pathways to 30x30 Advisory Committee and philanthropic work with organizations like the Packard Foundation have enabled him to focus on strategies related to climate change and conservation in California and globally, which complement 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. PROFESSIONAL HIGHLIGHTS ■ President and CEO, Monarch Global Strategies, a binational strategic advisory firm to companies doing business in emerging economies, with an emphasis on Mexico (2013-present) ■ U.S. Assistant Secretary of Commerce, International Trade Administration of the U.S. Department of Commerce (2010-2013) ■ Special Counsel to the President and Special Assistant to the President (2009-2010); managed senior appointments to President Obama’s cabinet ■ Former Partner of O’Melveny & Myers LLP and Manatt, Phelps & Phillips LLP in Southern California ■ Member, California Natural Resources Agency’s Pathways to 30x30 Advisory Committee convened to help inform the state’s strategies to conserve 30 percent of California’s land and coastal waters by 2030 (2021-2022) OTHER BOARD SERVICE ■ Director of five mutual funds in the American Funds family advised by the Capital Group (2019-present) ■ Director or trustee of several private and nonprofit organizations, including Stanford University, David and Lucile Packard Foundation, Amplify Education, Inc., and Pacific Council on International Policy |

  11. Director Biographies

    | AGE 71 DIRECTOR SINCE 2007 BOARD COMMITTEES: ■ Compensation and Executive Personnel (Chair) ■ Nominating and Governance EDUCATION: ■ B.A., University of British Columbia ■ Certified Public Accountant (Inactive) | VANESSA C.L. CHANG | | | QUALIFICATIONS, ATTRIBUTES AND SKILLS 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 17 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 our Compensation and Executive Personnel Committee and contributions to our Nominating and Governance Committee continue to provide value to the Board. Ms. Chang also provides the perspective of a former California resident impacted by California’s regulatory environment. PROFESSIONAL HIGHLIGHTS ■ Director, EL & EL Investments, a private real estate investment business (1999-2018) ■ CEO and President, ResolveItNow.com, an online dispute resolution service for high-volume, low-value claims (2000-2002) ■ Senior Vice President, Secured Capital Corporation, a real estate investment bank focused on origination and subsequent sales of commercial mortgage-backed securities (1998) ■ 21-year career at the accounting firm KPMG Peat Marwick LLP, which included serving as the West Coast Partner in charge of Corporate Finance OTHER BOARD SERVICE ■ Director of Transocean Ltd. (2012-present) ■ Director or trustee of 14 exchange traded funds and seven other funds advised by Capital Group ■ Director, Sykes Enterprises (2016-2021) |

  12. Director Biographies

    | AGE 64 DIRECTOR SINCE 2016 BOARD COMMITTEES: ■ Audit and Finance (Chair) ■ Compensation and Executive Personnel ■ Pricing EDUCATION: ■ B.A., University of California, Los Angeles | JAMES T. MORRIS | | | QUALIFICATIONS, ATTRIBUTES AND SKILLS 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 40 years of service at Pacific Life, which is particularly valuable to our Audit and Finance and Compensation and Executive Personnel Committees. Mr. Morris also provides the perspective of a Southern California resident impacted by California’s wildfires and regulatory environment, and an executive of a Fortune 500 business headquartered and doing business in the local markets served by SCE. PROFESSIONAL HIGHLIGHTS ■ Chairman, President and CEO, Pacific Life Insurance Company (2007-2022) ■ Held a variety of management positions during 40-year career at Pacific Life, including Chief Operating Officer, Executive Vice President and Chief Insurance Officer, and Senior Vice President, Individual Insurance OTHER BOARD SERVICE ■ Director, Children’s Hospital of Orange County (2017-present) ■ Chairman and a trustee of the Pacific Select Fund and the Pacific Funds Series Trust, which are part of the Pacific Life Mutual Fund Complex (2007-2022) ■ Director, Pacific Mutual Holding Company (2007-May 2023) ■ Director and Chair of the American Council of Life Insurers, the nation’s principal life insurance company trade association (2012-2013) |

  13. Director Biographies

    | AGE 68 DIRECTOR SINCE 2017 BOARD COMMITTEES: ■ Audit and Finance ■ Safety and Operations (Chair) EDUCATION: ■ B.A., LaSalle University ■ J.D., University of Pittsburgh School of Law | TIMOTHY T. O’TOOLE | | | QUALIFICATIONS, ATTRIBUTES AND SKILLS 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 expertise through his work experience and as a director of the National Safety Council, 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. PROFESSIONAL HIGHLIGHTS ■ CEO, First Group plc, a transportation company that provides rail and bus services in the United Kingdom and North America (2010 to 2018) ■ Managing Director, London Underground (2003-2009); 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 ■ Served in various senior management roles during 20-year career at Consolidated Rail Corporation, including as President and CEO OTHER BOARD SERVICE ■ Director, First Group plc (2009-2018) and CSX Corporation (2007-2017) ■ Director, National Safety Council (2017-October 2023) |

  14. Director Biographies

    | AGE 58 DIRECTOR SINCE 2016 BOARD COMMITTEES: ■ Pricing (Chair) EDUCATION: ■ B.S. in chemistry, Harvard University ■ Ph.D. in chemistry, California Institute of Technology | PEDRO J. PIZARRO | | | QUALIFICATIONS, ATTRIBUTES AND SKILLS Mr. Pizarro provides in-depth knowledge of the Company’s business, experienced industry leadership, safety and operations, workforce management, cybersecurity and technology, business resiliency and strategic planning experience and background. His leadership and experience dealing with difficult challenges at EIX, SCE and EME add value to the Board. Mr. Pizarro also brings the experience and perspective of a director of several industry-related associations. PROFESSIONAL HIGHLIGHTS ■ EIX President and CEO (2016-present) ■ SCE President (2014-2016) ■ President, Edison Mission Energy (“EME”), an indirect subsidiary of EIX until the sale of its principal assets in 2014 (2011-2014) ■ Has held a variety of management positions during 24-year career at EIX, SCE and EME, including Executive Vice President responsible for SCE’s transmission and distribution system, power procurement and generation, Vice President and Senior Vice President of Power Procurement, and Vice President of Strategy and Business Development ■ Senior Engagement Manager at McKinsey & Company prior to joining the Company OTHER BOARD SERVICE ■ Director, 3M Company (2023-present) ■ Chair, Edison Electric Institute (June 2023-present; director since 2016) ■ Co-Chair, Electricity Subsector Coordinating Council (November 2023-present; member since 2016); coordinates with U.S. government and electric power sector to prepare for, and respond to, national-level disasters or threats to critical infrastructure ■ Member, U.S. Secretary of Energy Advisory Board (2019-2021) ■ Trustee, California Institute of Technology (2018-present) |

  15. Director Biographies

    | AGE 61 DIRECTOR SINCE 2022 BOARD COMMITTEES: ■ Audit and Finance ■ Safety and Operations EDUCATION: ■ A.B., Dartmouth College ■ M.S. in accounting, Northeastern University ■ Certified Public Accountant | MARCY L. REED | | | QUALIFICATIONS, ATTRIBUTES AND SKILLS Ms. Reed brings extensive utility operations, safety, energy policy and ESG experience from her leadership at National Grid, where she was responsible for ensuring safe and reliable electricity and gas distribution services were provided to over six million people throughout Massachusetts. She also directed strategic energy policy development at National Grid supporting broad energy network investment and climate change mitigation initiatives, which is particularly relevant to our strategy and operations in California’s regulatory environment. Ms. Reed also provides financial expertise as a Certified Public Accountant with experience in public accounting and corporate finance. This experience provides additional value to our Audit and Finance and Safety and Operations Committees. PROFESSIONAL HIGHLIGHTS ■ President, National Grid plc’s Massachusetts business and Executive Vice President of U.S. Policy and Social Impact (2011-2021); responsible for the gas and electricity business in Massachusetts, including operational, customer service, financial and reputational outcomes; led energy policy development for the U.S. business and the effective implementation of National Grid’s social mobility platform ■ Held a variety of management positions during 32-year career at National Grid, including in finance, merger integration, corporate affairs, business operations, and investor relations ■ Senior Auditor at Coopers & Lybrand LLP prior to joining National Grid OTHER BOARD SERVICE ■ Director, Clean Harbors, Inc. (2021-present), audit committee chair ■ Director, Qualus Power Services (2021-present) ■ Trustee of Northeastern University (2017-present); audit committee chair ■ Director, Blue Cross Blue Shield of Massachusetts (2016-present); audit committee chair |

  16. Director Biographies

    | AGE 60 DIRECTOR SINCE 2019 BOARD COMMITTEES: ■ Compensation and Executive Personnel ■ Safety and Operations EDUCATION: ■ B.S. in electrical engineering, Ohio Northern University ■ M.S. in electrical engineering, Syracuse University ■ Honorary doctorate, Ohio Northern University, for contributions to the university and the field of engineering | CAREY A. SMITH | | | QUALIFICATIONS, ATTRIBUTES AND SKILLS Ms. Smith brings the perspective of a public company chief executive officer at Parsons, which was headquartered in Southern California until 2019 and continues to have key programs throughout the state. Her understanding of the impact of California’s regulatory landscape on SCE’s business customers contributes to the Board’s effective oversight of key issues confronting the electric utility industry. Ms. Smith brings strategic planning experience related to the acquisition and integration of technology businesses. Her operational experience in safety-intensive environments provides an important perspective to the Board and its Safety and Operations Committee. Ms. Smith also 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 (“NACD”). She is also NACD Directorship Certified. PROFESSIONAL HIGHLIGHTS ■ Chair, President and CEO, Parsons Corporation, a disruptive technology provider for global defense, intelligence and critical infrastructure markets; served as President since 2019, CEO since 2021, and Chair since April 2022 ■ Chief Operating Officer, Parsons (2018-2021) and President of Parsons’ Federal Solutions business (2016-2018) ■ Held progressive leadership roles at Honeywell International Inc. (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. ■ Held several leadership roles at Lockheed Martin Corporation (1985 to 2011) OTHER BOARD SERVICE ■ Director of Parsons Corporation (2020-present) and NN, Inc. (2017-2019) ■ Director, Professional Services Council (2020-present) |

  17. Director Biographies

    | AGE 69 DIRECTOR SINCE 2014 BOARD COMMITTEES: ■ Compensation and Executive Personnel ■ Nominating and Governance (Chair) EDUCATION: ■ B.A., Wittenberg University ■ J.D., Harvard University | LINDA G. STUNTZ | | | QUALIFICATIONS, ATTRIBUTES AND SKILLS Ms. Stuntz’s utility, 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. Ms. Stuntz’s corporate governance experience from her prior service on other public company boards and as a member of our Nominating and Governance Committee since 2014 informs her leadership as Committee Chair. She brings ESG and safety experience from her private industry work with utilities and energy companies, as a director of public companies in industries with environmental and safety concerns, and from serving as Chair of our Nominating and Governance Committee and previously serving on our Safety and Operations Committee from 2014 to 2021. PROFESSIONAL HIGHLIGHTS ■ Partner, Stuntz, Davis & Staffier, P.C. (1995-2018); specialized in energy and environmental regulation ■ Deputy Secretary and other senior policy positions, U.S. Department of Energy (1989-1993); principal role in the development and enactment of the Energy Policy Act of 1992 ■ Associate Minority Counsel and Minority Counsel, Energy and Commerce Committee of the U.S. House of Representatives (1981-1987) OTHER BOARD SERVICE ■ Senior Advisor, Center for Strategic and International Studies (2019-present) ■ Senior Fellow, Mission Possible Partnership, an alliance of climate leaders (March 2023-present) ■ Chair, External Advisory Committee of MIT’s Future of Storage (2018-2022); study reported on key storage technologies for electricity systems that rely on variable renewable energy resources ■ Member, U.S. Secretary of Energy Advisory Board (2015-2016) ■ Director, Royal Dutch Shell plc (2011-2020), Raytheon Company (2005-2016), Schlumberger, Ltd. (1993-2010) and American Electric Power Company (1993-2004) |

  18. Director Biographies

    | AGE 65 DIRECTOR SINCE 2011 BOARD COMMITTEES: ■ Compensation and Executive Personnel ■ Nominating and Governance EDUCATION: ■ B.A., University of California, Los Angeles ■ M.A. in public policy analysis, Claremont Graduate University | PETER J. TAYLOR | | | QUALIFICATIONS, ATTRIBUTES AND SKILLS 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. 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. Mr. Taylor’s leadership qualities, capital markets experience, public policy insights and understanding of the Company’s strategy, business and regulatory landscape provide value as independent Chair of the Board. PROFESSIONAL HIGHLIGHTS ■ President, ECMC Foundation, a nonprofit corporation dedicated to improving educational outcomes for students from underserved backgrounds (2014-2023) ■ Executive Vice President and Chief Financial Officer, University of California system (2009-2014); oversaw all aspects of financial management at the ten campuses and the five academic medical centers ■ 15 years in municipal finance banking for Lehman Brothers and Barclays Capital prior to joining the University of California OTHER BOARD SERVICE ■ Director, 23andMe Holding Co. (2021-present) ■ Trustee, Western Asset Fund Complex (2019-present) ■ Director of Pacific Mutual Holding Company and the Ralph M. Parsons Foundation ■ Member, Board of Trustees of the California State University system (2015-2021); Chaired Educational Policy Committee and the Finance Committee ■ Previously served as Chair of the UCLA Foundation and Chair of the UCLA task force on African American Admissions |

  19. Director Biographies

    | AGE 64 DIRECTOR SINCE 2018 BOARD COMMITTEES: ■ Audit and Finance ■ Safety and Operations EDUCATION: ■ B.S. in electrical engineering, Southern Methodist University ■ J.D., University of Texas School of Law | KEITH TRENT | | | QUALIFICATIONS, ATTRIBUTES AND SKILLS 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 internal audit function, Sarbanes-Oxley processes, financial operations of four electric utilities, and 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 SCE operates. This experience is particularly valuable to our 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 22). PROFESSIONAL HIGHLIGHTS ■ From 2005 to 2015, held a variety of senior management positions at Duke Energy Corporation, including as Executive Vice President of Grid Solutions and Regulated Utilities and as General Counsel, with responsibility for long-term grid strategy, four regulated utilities, electric transmission, regulated fossil-fuel and hydro generation, health, safety and environment, fuel and system optimization, central engineering and services, corporate strategy, government relations, corporate communications, technology initiatives, legal, internal audit and compliance, and commercial businesses operating in domestic and international retail and wholesale competitive markets ■ From 2002 to 2005, held positions with Duke Energy as lead litigator with responsibility for major litigation and government investigations ■ Practiced law for 15 years before joining Duke Energy OTHER BOARD SERVICE ■ Director, Capital Power Corporation (2017-present); Chair of Health, Safety and Environment Committee ■ Director, TRC Companies, Inc. (2016-present) |

  20. Director Biographies

    Corporate Governance

  21. BOARD QUALIFICATIONS AND DIVERSITY

    BOARD QUALIFICATIONS AND DIVERSITY

  22. BOARD QUALIFICATIONS AND DIVERSITY

    | Minimum Qualifications | | All director candidates must at a minimum possess the qualifications, qualities and skills in our Corporate Governance Guidelines, including: ■ A reputation for integrity, honesty and adherence to high ethical standards; ■ Experience in a generally recognized position of leadership; and ■ The demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to the current and long-term objectives of the Company. | | Other Factors Considered | | The Nominating and Governance Committee considers a variety of other factors when reviewing director candidates for election or annual re-election, including: ■ The Board’s size, composition, diversity and skills; ■ The skills and experience relevant to our business and strategy; ■ The candidate’s potential for enhancing the Board’s range of experience, skills and diversity; ■ The candidate’s independence and potential relationships with the Company; ■ The nature and time invested in the candidate’s service on other boards; and ■ The Board, committee and Annual Meeting attendance record of current directors. | | Diversity Policy | | ■ Our longstanding commitment to DEI is integral to the Company’s values, business strategy and success. The Board has a policy that director candidates and nominees should reflect diversity of skills, backgrounds, gender, race, ethnicity and sexual orientation, which is reflected in our Corporate Governance Guidelines. ■ The Nominating and Governance Committee charter requires that the initial pool of candidates for every director search include women and racially or ethnically diverse candidates, commonly known as the “Rooney Rule.” ■ The Committee annually evaluates its effectiveness in achieving diversity on the Board when reviewing Board composition and diversity prior to recommending directors for election at the Annual Meeting. | | Public Company Board Service Policy | | ■ Our 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 EIX Board and his or her employer’s board. | | Mandatory Retirement Age Policy | | ■ 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. |

  23. Director Compensation Table – Fiscal Year 2023

    Director Compensation Table – Fiscal Year 2023

  24. Director Compensation Table – Fiscal Year 2023

    | | | | Change in | | | | | | | Pension | | | | | | | Value and | | | | | Fees | | Non-Qualified | | | | | Earned | | Deferred | | | | | or Paid | Stock | Compensation | All Other | | | | in Cash | Awards(1)(2) | Earnings(3) | Compensation(4) | Total | | Name | ($) | ($) | ($) | ($) | ($) | | Jeanne Beliveau-Dunn | 127,500 | 167,519 | — | 486 | 295,505 | | Michael C. Camuñez | 127,500 | 167,519 | — | 10,000 | 305,019 | | Vanessa C.L. Chang | 147,500 | 167,519 | 7,149 | 10,000 | 332,168 | | James T. Morris | 152,500 | 167,519 | 2,417 | 10,000 | 332,436 | | Timothy T. O’Toole | 147,500 | 167,519 | 1,704 | 5,000 | 321,723 | | Marcy L. Reed | 127,500 | 167,519 | 326 | 10,000 | 305,345 | | Carey A. Smith | 127,500 | 167,519 | 1,088 | 2,500 | 298,607 | | Linda G. Stuntz | 147,500 | 167,519 | 552 | 5,000 | 320,571 | | Peter J. Taylor | 220,000 | 260,070 | — | 10,000 | 490,070 | | Keith Trent | 127,500 | 167,519 | 225 | 10,000 | 305,244 |

  25. Director Compensation Table – Fiscal Year 2023

    | (1) The amounts reported for stock awards reflect the aggregate grant date fair value of those awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate the amounts reported, see Note 9 (Compensation and Benefit Plans) to the Consolidated Financial Statements included as part of the EIX and SCE combined Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”). The assumptions and methodologies used to calculate the grant date fair value of deferred stock units were the same as those discussed in such Note 9 for calculating the grant date fair value of restricted stock units. |

  26. Director Compensation Table – Fiscal Year 2023

    | (2) Each non-employee director, other than Mr. Taylor, was granted a total of 2,277 shares of EIX Common Stock or fully vested deferred stock units on April 27, 2023. Mr. Taylor was granted 2,277 shares of EIX Common Stock in connection with his re-election to the Board and 1,258 shares of EIX Common Stock in connection with his re-appointment as Chair of the EIX Board, for a total grant of 3,535 shares on April 27, 2023. Each share or deferred stock unit granted to each non-employee director had a value of $73.57 on the grant date. None of the non-employee directors had unvested stock units as of December 31, 2023. We have not granted stock options to our non-employee directors since 2009. None of the non-employee directors had EIX stock options outstanding as of December 31, 2023. |

  27. Director Compensation Table – Fiscal Year 2023

    | (3) Amounts reported consist of interest on deferred compensation account balances considered under SEC rules to be at above-market rates. |

  28. Director Compensation Table – Fiscal Year 2023

    | (4) EIX has a matching gift program that provides dollar-for-dollar matching gifts of at least $25 up to a prescribed maximum amount per calendar year for employees and directors. Most tax-exempt public charities under section 501(c)(3) of the Internal Revenue Code and U.S. governmental subdivisions as provided by section 170(c)(1) of the Internal Revenue Code are eligible for matching gifts; exceptions include political organizations, organizations that discriminate, and religious and fraternal organizations that serve only their membership. The amounts in this column reflect matching gifts made by EIX pursuant to this program for 2023 gifts by directors. EIX matches each director’s aggregate contributions up to $10,000 per calendar year to eligible organizations. Under the Director Matching Gift Program, matching amounts for non-cash gifts are determined based on the value of the gift on the date given by the director. For purposes of determining the date on which a gift of publicly traded stock is given, the date is based on the date that stock ownership transfers to the organization. |

  29. Determination of Director Compensation

    Determination of Director Compensation The Board makes all decisions regarding director compensation. These decisions are usually made after receiving recommendations from the Compensation and Executive Personnel Committee. The Committee makes its recommendations after receiving input from its independent compensation consultant and management. The Committee retained Pay Governance LLC (“Pay Governance”) to evaluate and make recommendations regarding director compensation for 2023. Pay Governance’s assistance included helping the Committee identify industry trends and norms for director compensation, reviewing and identifying peer group companies, and evaluating director compensation data for these companies. The changes made to director compensation in 2023 were based on analysis and recommendations provided by Pay Governance. Management’s input focuses on legal, compliance, and administrative issues. Stock Ownership

  30. Directors, Director Nominees and Executive Officers

    Directors, Director Nominees and Executive Officers The following table shows the number of shares of EIX Common Stock beneficially owned as of March 4, 2024 by each of our directors, director nominees, and officers named in the Summary Compensation Table (“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 EIX or its subsidiaries. The table includes shares that the individual has a right to acquire through May 3, 2024.

  31. Directors, Director Nominees and Executive Officers

    | | | Deferred | | Common | Total Shares | | | | | Stock | Stock | Stock | Beneficially | Percent | | Name of Beneficial Owner | Category | Units(1) | Options | Shares(2) | Owned(3) | of Class(4) | | Jeanne Beliveau-Dunn | Director/Nominee | — | — | — | — | * | | Michael C. Camuñez | Director/Nominee | 10,402 | — | — | 10,402 | * | | Vanessa C.L. Chang | Director/Nominee | 9,374 | — | 6,551 | 15,925 | * | | James T. Morris | Director/Nominee | 2,276 | — | 1,681 | 3,957 | * | | Timothy T. O’Toole | Director/Nominee | 9,894 | — | 5,000 | 14,894 | * | | Pedro J. Pizarro | Director/Nominee/NEO | — | 2,386,396 | 191,039 | 2,577,435 | * | | Marcy L. Reed | Director/Nominee | — | — | — | — | * | | Carey A. Smith | Director/Nominee | 638 | — | 2,558 | 3,196 | * | | Linda G. Stuntz | Director/Nominee | — | — | 8,317 | 8,317 | * | | Peter J. Taylor | Director/Nominee | — | — | 29,961 | 29,961 | * | | Keith Trent | Director/Nominee | 687 | — | 13,516 | 14,203 | * | | Maria Rigatti | NEO | — | 568,882 | 57,323 | 626,205 | * | | Adam S. Umanoff | NEO | — | 533,912 | 43,737 | 577,649 | * | | Steven D. Powell | NEO | — | 166,119 | 16,668 | 182,787 | * | | J. Andrew Murphy | NEO | — | 240,454 | 19,443 | 259,897 | * | | Directors and Executive Officers as a Group (19 individuals) | | 33,271 | 4,153,227 | 435,767 | 4,622,265 | 1.2% |

  32. Directors, Director Nominees and Executive Officers

    | (1) In accordance with SEC rules, the reported number consists only of deferred stock units that could be settled in shares of EIX Common Stock within 60 days at the director’s discretion under the payment elections previously made by the director under the EIX Director Deferred Compensation Plan (for example, a director who elected settlement of deferred stock units upon retirement could retire). However, all deferred stock units held by a director count toward the stock ownership requirement for directors. |

  33. Directors, Director Nominees and Executive Officers

    | (2) In addition to the deferred stock units reported in this table, Messrs. Camuñez, Morris and O’Toole hold 5,300, 16,759 and 7,654 fully vested deferred stock units, and Mses. Beliveau-Dunn, Chang, Reed, Smith and Stuntz hold 13,903, 45,147, 5,261, 8,114 and 18,583 fully vested deferred stock units, respectively. These additional deferred stock units will also be settled in shares of EIX Common Stock, but in accordance with SEC rules are not included in the table because they cannot be settled in shares of EIX Common Stock within 60 days at the director’s discretion. |

  34. Directors, Director Nominees and Executive Officers

    | (3) Except as follows, each individual has sole voting and investment power. Shared voting and sole investment power: Ms. Rigatti 5,533; Mr. Umanoff 5,225; all directors and executive officers as a group 11,069. |

  35. Directors, Director Nominees and Executive Officers

    | (4) Includes shares listed in the three columns to the left. |

  36. Directors, Director Nominees and Executive Officers

    | (5) Each individual beneficially owns less than 1% of the shares of EIX Common Stock. |

  37. ELEMENTS AND OBJECTIVES OF TOTAL DIRECT COMPENSATION(2)

    | Base Salary Establish a pay foundation to attract and retain highly qualified executives | | | | + | | | | Annual Cash Incentives Focus executives’ attention on specific safety, operational, financial and strategic objectives of the Company that we believe will increase long-term shareholder value and benefit our customers | | | | + | | | | Long-Term Equity Opportunities Directly align executive pay with long-term value provided to shareholders and ensure that executives are focused on operating a financially strong organization to the benefit of our customers | | | | Form | Key Objective | % of LTI Grant Value | | Performance shares (TSR metric) | Reward strong total shareholder return (“TSR”) performance compared to peers | 25% | | Performance shares (EPS metric) | Reward core earnings(3) per share (“EPS”) performance compared to pre-established targets | 25% | | Stock options | Provide significant incentive to create value for shareholders since value is only realized if share price appreciates | 25% | | Restricted stock units | Encourage retention and stock ownership, with value tied to absolute shareholder return | 25% |

  38. Average Pay Mix for Other NEOs(4)

    | (2) In this CD&A, “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 (“LTI”) awards (columns (c), (d), (e) and (f) of the Summary Compensation Table) for the NEO for the year. “% of LTI Grant Value” means the percentage of the total grant date fair value of each NEO’s LTI awards for the year allocated to that form of LTI. |

  39. Average Pay Mix for Other NEOs(4)

    | (4) The bar charts reflect the respective elements of the pay mix calculated to the nearest hundredth place, while the numbers displayed in the bar chart graphics are approximations rounded to the nearest whole percentage point. The EIX CEO pay mix for 2023, rounded to the nearest hundredth of a percentage point, was: base salary 11.27%; target annual cash incentives 15.26%; and target long-term equity opportunity 73.47%. The average 2023 pay mix for other NEOs, rounded to the nearest hundredth of a percentage point, was: base salary 24.03%; target annual cash incentives 19.58%; and target long-term equity opportunity 56.40%. “Long-Term Equity Opportunity” refers to the grant date fair value of long-term incentive awards for the particular year. |

  40. Average Pay Mix for Other NEOs(4)

    | (5) In this CD&A, “target total direct compensation” means the sum of the NEO’s salary, target annual incentive award, and grant date fair value of long-term incentive awards for the particular year. |

  41. Realized CEO Pay is Aligned with Performance

    Realized CEO Pay is Aligned with Performance The Company’s annual and long-term incentive awards provide significant upside and downside potential, help focus executives’ attention on our safety, operational, financial and strategic objectives and shareholder returns, and benefit customers. The following chart shows the strong alignment over the past five years (2019-2023) between our CEO’s realized total direct compensation (“Realized TDC”)(6)and our TSR.(7)For this chart, we are using an indexed TSR that represents the value of an initial investment of $100 in EIX Common Stock made at the beginning of the five-year period and assumes that dividends are reinvested on the ex-dividend date. As the chart above illustrates, Mr. Pizarro’s Realized TDC strongly aligns with our TSR. It is important to note that Realized TDC is not reported in the Summary Compensation Table. 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 value of the award on the grant date and the realized value of the award when it vests can be significant and is driven by Company performance, including changes in stock price.

  42. Realized CEO Pay is Aligned with Performance

    | (6) In this CD&A, Realized TDC means the sum of: base salary for the year (column (c) of the Summary Compensation Table); the actual annual incentive award paid for the year (column (f) of the Summary Compensation Table); the “Value Realized on Vesting” for performance shares and restricted stock units that vested during the year (column (e) of the Option Exercises and Stock Vested Table); and the value realized on vesting for stock options that vested during the year (calculated for each stock option that vested during 2023 as the difference between the closing price of EIX Common Stock on December 29, 2023 (the last NYSE trading day in 2023) and the exercise price of that option, regardless of whether or not the option was exercised). |

  43. Realized CEO Pay is Aligned with Performance

    | (7) In this Proxy Statement, for all purposes other than performance share payouts, TSR is calculated using the difference between (i) the closing stock price for the relevant stock on the last NYSE trading day preceding the first day of the relevant period and (ii) the closing stock price for the relevant stock on the last trading day of the relevant period and assumes all dividends during the period are reinvested on the ex-dividend date. A different methodology is used to determine performance share payouts (see Long-Term Incentive Awards below). |

  44. Annual Incentive Awards

    Annual Incentive Awards

  45. Annual Incentive Awards

    | NEOs’ annual incentive awards are based on achieving safety, financial, and operational goals tied to the key elements of our vision and strategy, which has ESG at its core. See the Letter to Shareholders for commentary on our vision and strategy and ESG Oversight for additional information on ESG issues we prioritize through our annual goals. The annual goals approved by the Committee are particularly important drivers of Company performance because they are used to determine annual incentive awards for nearly all of our exempt employees, not just NEOs. |

  46. Annual Incentive Awards

    The 2023 annual incentive award target value for each NEO under the EIX Executive Incentive Compensation Plan (“EICP”) was set as a percentage of the NEO’s base salary (the “Annual Incentive Target %”). After reviewing market data, the Committee decided to not change the Annual Incentive Target % for any of our NEOs for 2023. The minimum annual incentive award is $0, and the maximum award is 200% of target, in alignment with standard practice. The actual 2023 payouts to NEOs were determined by the Committee based on both corporate performance and the NEO’s individual performance for the year. The corporate performance factor is based on performance with respect to the goals established in February 2023 by the Committee. Nearly all goals were based on the achievement of objectively measurable performance against pre-established quantitative success measures, with minimum, target, and maximum performance metrics. Less than 10% of the target weighting was allocated to qualitative success measures. Over the years, the Committee has increased the weighting of corporate performance factors relating to safety and resiliency goals under our annual incentive plan, as reflected in the following table.

  47. Progression of Annual Incentive Plan Safety Goals

    Progression of Annual Incentive Plan Safety Goals

  48. Progression of Annual Incentive Plan Safety Goals

    | | 2018 | 2019 | 2020 | 2021 | 2022/2023 | | Total Target Weighting of Safety and Resiliency Goals | 10% | 30% | 45% | 50% | 55% for SCE 50% for EIX |

  49. Progression of Annual Incentive Plan Safety Goals

    | (8) See How We Make Compensation Decisions – Use of Competitive Data below for more information on our use of peer company compensation data and pay survey compensation data. |

  50. Progression of Annual Incentive Plan Safety Goals

    In addition, the Committee established an overarching goals framework whereby the goals must be achieved while living the Company’s values, which include safety. Safety and compliance are therefore foundational and events such as fatalities or significant non-compliance issues can result in the reduction or elimination of annual incentive awards for all or some plan participants, depending upon the Committee’s assessment of the circumstances. Consistent with prior years, separate 2023 goals were established for EIX and SCE. However, as is reflected in the corporate performance scoring matrices below, since EIX’s primary operating business is SCE, there was significant overlap in the goals for the two companies. The EIX corporate performance factor applies to the annual incentive awards for all NEOs other than Mr. Powell. The SCE corporate performance factor applies to Mr. Powell’s annual incentive award. In February 2024, the Committee determined the score achieved for each 2023 performance measure. Based on 2023 performance, the corporate performance factors for both EIX and SCE were 103% of target. These factors were determined by adding the Actual Scores in the respective corporate performance scoring matrix below. The Committee decided not to exercise its discretion to increase or decrease the corporate performance factor from the amount determined by application of the scoring matrix.

  51. 2023 Corporate Performance Scoring Matrix – Goal Categories

    | (1) The potential Actual Score for each goal category (other than Foundational Goals, which can result in the reduction or elimination of annual incentive awards for 2023 for all or some plan participants, depending upon the Committee’s assessment of the circumstances) ranges from zero to twice the Target Score for the goal category. The potential total Actual Score is from zero to 200. |

  52. 2023 EIX Corporate Performance Scoring Matrix – Goal Details

    | (3) The Committee is focused on ensuring achievement of EICP goals while living the Company’s values, which include the safety of our employees and the public. Consistent with this approach, the Committee reduced the corporate performance factor by seven points on account of one employee fatality and two serious public injuries due to contact with power lines. These events occurred in 2023. As described in more detail further below, the Committee also applied an additional five-point deduction to the individual performance factor for certain EIX and SCE executives, including all of the NEOs. As a result, the 2023 Annual Incentive Award as % of Salary for NEOs subject to the EIX corporate performance factor was reduced by a total of 9 to 16 percentage points for each NEO. See the table in the 2023 Annual Incentive Award Payouts section for additional information on the calculation of the Annual Incentive Award as % of Salary. |

  53. 2023 EIX Corporate Performance Scoring Matrix – Goal Details

    | (5) See footnote 3 on page 36 for information regarding the determination of core earnings. The Committee established the financial stability goal in February 2023. The threshold level of core earnings was set at $1.443 billion (the annual incentive payout may be eliminated if core earnings fall below the threshold). The level at which the financial stability score would be zero and the target and maximum score levels were set at $1.462 billion, $1.804 billion and $2.146 billion, respectively. The Committee made certain assumptions when establishing the 2023 financial stability goal with respect to SCE’s cost recovery from the Catastrophic Event Memorandum Account application that SCE filed in 2022 to recover emergency costs that SCE incurred primarily to restore damage caused by certain 2020 wildfires (the “2022 CEMA”). The Committee also established in February 2023 an adjustment framework it would apply if a final decision for the 2022 CEMA was not issued in 2023. Since a final decision was not issued in 2023, the Committee decreased the threshold, zero, target, and maximum financial stability score levels to be $1.409 billion, $1.425 billion, $1.761 billion, and $2.097 billion, respectively, in accordance with the adjustment framework it established in February 2023. Linear interpolation between the target of $1.761 billion and the maximum score level of $2.097 billion was used to determine the actual financial stability score of 48. |

  54. 2023 SCE Corporate Performance Scoring Matrix – Goal Details

    | (3) The SCE Committee is focused on ensuring achievement of EICP goals while living the Company’s values, which include the safety of our employees and the public. Consistent with this approach, the SCE Committee reduced the corporate performance factor by eight points on account of one employee fatality and two serious public injuries due to contact with power lines. These events occurred in 2023. As described in more detail further below, the Committee also applied an additional five-point deduction to the individual performance factor for certain EIX and SCE executives, including all of the NEOs. As a result, the 2023 Annual Incentive Award as % of Salary for Mr. Powell was reduced by a total of approximately 11 percentage points. See the table in the 2023 Annual Incentive Award Payouts for additional information on the calculation of the Annual Incentive Award as % of Salary. |

  55. 2023 SCE Corporate Performance Scoring Matrix – Goal Details

    | (5) See footnote 3 on page 36 for information regarding the determination of core earnings. The SCE Committee established the financial stability goal in February 2023. The threshold level of core earnings was set at $1.712 billion (the annual incentive payout may be eliminated if core earnings fall below the threshold). The level at which the financial stability score would be zero and the target and maximum score levels were set at $1.926 billion, $2.140 billion and $2.354 billion, respectively. The Committee made certain assumptions when establishing the 2023 financial stability goal with respect to SCE’s cost recovery from the 2022 CEMA. The Committee also established in February 2023 an adjustment framework it would apply if a final decision for the 2022 CEMA was not issued in 2023. Since a final decision was not issued in 2023, the Committee decreased the threshold, zero, target, and maximum financial stability score levels to be $1.678 billion, $1.887 billion, $2.097 billion, and $2.307 billion, respectively, in accordance with the adjustment framework it established in February 2023. Linear interpolation between the target of $2.097 billion and the maximum score level of $2.307 billion was used to determine the actual financial stability score of 30. |

  56. 2023 Annual Incentive Award Payouts

    2023 Annual Incentive Award Payouts The Committee determined the annual incentive award for each NEO by multiplying the annual incentive target percentage for the NEO by the EIX or SCE corporate performance factor (see the scoring matrices above) and an individual performance factor. The Committee evaluated both “what” the NEOs achieved and “how” they accomplished those results. The Committee assessed the 2023 performance of all the NEOs as strong or exemplary based on management’s accomplishments in 2023 as reflected in achievement of the corporate performance goals, with distinctions made for the NEOs (other than Messrs. Pizarro and Powell) based on the Committee’s assessment of each individual’s contributions to corporate performance and how they accomplished those results (the “Initial Individual Performance Factor”). For Messrs. Pizarro and Powell, the Committee used an Initial Individual Performance Factor of 100% to align each of their payouts with the corporate performance factor and thereby focus their attention as CEOs on achieving and exceeding corporate goal targets. After determining the Initial Individual Performance Factor, the Committee applied a 5-point deduction to the Initial Individual Performance Factor for certain EIX and SCE executives, including all of the NEOs (the “Adjusted Individual Performance Factor”). The Committee made this adjustment to reinforce the importance of the “no employee fatalities” foundational goal. The following table shows the annual incentive awards paid to our NEOs for 2023 as a percentage of salary and as a percentage of target:

  57. 2023 Annual Incentive Award Payouts

    | NEOs(1) | Annual Incentive Target as % of Salary | Corporate Performance Factor | Initial Individual Performance Factor | Adjusted Individual Performance Factor | Annual Incentive Award as % of Salary(2)(3) | Annual Incentive Award as % of Target(2)(3) | | Pedro J. Pizarro | 135% | 103% | 100% | 95% | 132% | 98% | | Maria Rigatti | 85% | 103% | 115% | 110% | 96% | 113% | | Adam S. Umanoff | 80% | 103% | 115% | 110% | 91% | 113% | | Steven D. Powell | 85% | 103% | 100% | 95% | 83% | 98% | | J. Andrew Murphy | 70% | 103% | 105% | 100% | 72% | 103% |

  58. 2023 Annual Incentive Award Payouts

    | (1) The percentages (%) in this table have been rounded to the nearest whole percentage point. |

  59. 2023 Annual Incentive Award Payouts

    | (2) The 2023 annual incentive award for each NEO was based on the annual base salary rate for the NEO that was set by the Committee effective mid-February 2023. As discussed above, the Adjusted Individual Performance Factor for the NEOs reflects a 5-percentage point deduction from each NEO’s Initial Individual Performance factor. Each NEO’s actual annual incentive award payout was determined by multiplying the NEO’s target annual incentive by the corporate performance factor and by the NEO’s Adjusted Individual Performance Factor. Target and actual annual incentive awards for our NEOs for 2023 are shown in the Grants of Plan-Based Awards Table and the Summary Compensation Table, respectively. |

  60. 2023 Annual Incentive Award Payouts

    | (3) In addition to adjusting the Initial Individual Performance Factor, the Committee also applied a foundational deduction to the corporate performance factor due to the employee fatality that occurred in January 2023 (see footnote (3) to the 2023 EIX and SCE Corporate Performance Scoring Matrices – Goal Details above). |

  61. 2023 Annual Incentive Award Payouts

    Per the terms of the EICP, an executive must be employed on the date the awards are paid in order to receive the award or the award is forfeited, except in cases of death or retirement.

  62. Long-Term Incentive Awards

    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 for 2023 grants was performance-based: the performance shares that comprised 50% of the award value and the non-qualified stock options that comprised 25% of the award value. Our performance shares use a relative TSR metric to reward strong TSR performance relative to peers and a Core EPS metric to incentivize strong financial performance. We believe stock options are an important performance-based vehicle because NEOs will realize value only if the market value of EIX Common Stock appreciates. It is a simple-to-understand performance metric that provides a significant incentive to create value for shareholders. Restricted stock units comprise the remaining 25% of award value and are intended to encourage retention and stock ownership by our executives with the potential value tied directly to our stock price performance. Long-term incentive awards are made under the EIX 2007 Performance Incentive Plan.

  63. Long-Term Incentive Value

    Long-Term Incentive Value On February 22, 2023, the Committee approved the following 2023 long-term incentive award values for the NEOs as a percentage of base salary (the “Long-Term Incentive % of Salary”): Mr. Pizarro 650%, Ms. Rigatti 265%; Mr. Umanoff 215%; Mr. Powell 260%; and Mr. Murphy 170%. The Long-Term Incentive % of Salary for 2023 for Messrs. Pizarro and Umanoff and Ms. Rigatti reflected an increase compared to 2022. The Committee determined that such increases assisted retention and appropriately tied a larger portion of these NEOs’ compensation to long-term company performance. The Committee also approved the methodology for converting those 2023 award values into the number of performance shares, stock options, and restricted stock units granted to each NEO on the March 1, 2023 grant date. The grant date value of each award as determined under applicable accounting rules is listed in the Grants of Plan-Based Awards Table below.

  64. Performance Shares

    Performance Shares Performance shares reward performance over three years against pre-established relative and absolute metrics. Each performance share awarded is a 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. A relative TSR metric and a Core EPS metric are used to measure performance share payouts with each metric weighted 50%. These metrics are discussed in further detail below. 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 granted to each NEO. For the portion of performance shares subject to the TSR metric, the respective award value approved by the Committee is divided by a grant date value determined 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 for purposes of EIX’s financial reporting. For the portion of performance shares subject to the Core EPS metric, the respective award value approved by the Committee 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. Performance shares are payable in EIX Common Stock, a portion of which is withheld or sold to the extent necessary to satisfy tax withholding obligations.

  65. Performance Share Awards: TSR Metric

    Performance Share Awards: TSR Metric The relative TSR metric used in the performance share awards 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 the companies in the “Comparison Group,” which consists of each company in the PHLX Utility Sector Index (formerly known as the Philadelphia Utility Index) at the beginning of the performance period that continues to be publicly traded through the end of the performance period, with adjustment for insolvencies, certain mergers and other corporate transactions. The following table provides the percentile ranking and corresponding payout levels:

  66. Performance Share Awards: TSR Metric

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

  67. Performance Share Awards: TSR Metric

    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 is interpolated on a straight-line basis. 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 2021-2023 ranked at the 74th percentile among the Comparison Group under the methodology used to calculate TSR for performance shares. This resulted in a payout of TSR performance shares granted in 2021 at 195% of target.

  68. Performance Share Awards: CORE EPS Metric

    Performance Share Awards: CORE EPS Metric The Core EPS(9) metric used in the performance share awards is based on EIX’s three-year average annual Core EPS, measured against target levels. The Committee establishes the Core EPS target for each calendar year in February of that year. The performance multiplier for a calendar year is based on EIX’s actual Core EPS performance for that year as a percentage of the Core EPS target for that year, in accordance with the following table:

  69. Performance Share Awards: CORE EPS Metric

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

  70. Performance Share Awards: CORE EPS Metric

    If EIX’s actual Core EPS for a calendar year as a percentage of target Core EPS is between 80% and 100% or between 100% and 120%, the EPS performance multiplier is interpolated on a straight-line basis (with discrete intervals at every 4th percentage point for the EPS performance multipliers established in 2021 and 2022). The EPS performance multipliers 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 the target number of shares.

  71. Performance Share Awards: CORE EPS Metric

    | (9) See footnote 3 on page 36 for information regarding the determination of core earnings. In the context of EPS Performance Shares, all references to EPS are to core earnings per share. |

  72. Performance Share Awards: CORE EPS Metric

    In February 2024, the Committee determined that the average of the EPS performance multipliers for the 2021, 2022, and 2023 calendar years that comprised the performance period for the 2021 grant was 1.13x, as reflected in the table below. Accordingly, the Committee approved pay out of EPS performance shares granted in 2021 at 113% of target.

  73. Performance Share Awards: CORE EPS Metric

    | | | | | EPS | | | Actual | Target | Actual Core EPS as % | Performance | | Year | Core EPS(1) | Core EPS(1)(2) | of Target Core EPS | Multiplier | | 2021 | $4.62 | $4.34 | 106% | 1.20x | | 2022 | $4.61 | $4.61 | 100% | 1.00x | | 2023 | $4.76 | $4.60 | 103% | 1.18x | | Average of performance multipliers (determines actual payout): | | | | 1.13x |

  74. Performance Share Awards: CORE EPS Metric

    (1) For the Core EPS target for 2023, the Committee used a projected weighted average of 383,072,859 shares of EIX Common Stock outstanding during 2023. To calculate actual Core EPS performance for 2023, the Committee (in accordance with the calculation methodology it approved in February 2023) used the actual weighted average of EIX Common Stock outstanding during 2023 and did not use a pro forma deduction for dividends on EIX preferred stock. In contrast, to calculate both the target Core EPS and the actual Core EPS for 2021 and 2022, the Committee (in accordance with the calculation methodology it approved in February of each of those years, respectively) held the common stock share count constant and used a pro forma deduction for dividends on EIX preferred stock (instead of a deduction for the actual dividends declared on EIX preferred stock, if any) in order to eliminate the differential impact on earnings from decisions to issue common versus preferred stock or to vary dividend rates (e.g., under GAAP, dividends on preferred stock reduce earnings, but dividends on common stock do not). Specifically, the Committee used the respective number of shares of EIX Common Stock outstanding at the beginning of 2021 and 2022, respectively, as the denominator to calculate the target Core EPS and actual Core EPS for each of 2021 and 2022: 378,907,147 shares for 2021 and 380,378,145 shares for 2022. In anticipation of EIX beginning to issue preferred stock in 2021, the Committee in February 2021 approved a pro forma deduction of $50 million for 2021 target and actual Core EPS. In February 2022, the Committee approved a pro forma deduction of $117 million for 2022 target and actual Core EPS.

  75. Performance Share Awards: CORE EPS Metric

    | (2) In February 2023, the Committee established a target Core EPS of $4.71 for 2023. This 2023 Core EPS goal was based on a target of core earnings for 2023 that was higher than actual 2022 core earnings. The Committee made certain assumptions when establishing the target Core EPS for 2023 with respect to SCE’s cost recovery from the 2022 CEMA. The Committee also established in February 2023 an adjustment framework it would apply if a final decision for the 2022 CEMA was not issued in 2023. Since a final decision was not issued in 2023, the Committee decreased the target Core EPS for 2023 by $0.11 (to $4.60) in accordance with the adjustment framework it established in February 2023. |

  76. Performance Share Awards: CORE EPS Metric

    In February 2022, the Committee established a target Core EPS of $4.61 for 2022. This 2022 Core EPS goal was based on a target of core earnings for 2022 that was higher than actual 2021 core earnings, but the target 2022 Core EPS was $0.01 less than actual 2021 Core EPS (as calculated for EPS performance shares) because the increase in the core earnings target was outweighed by the dilutive effect of EIX Common Stock issuances during 2021. See footnote (1) above for the number of shares used for the EPS performance share calculations. In February 2021, the Committee established a target Core EPS of $4.51 for 2021. This 2021 Core EPS goal was based on a target of core earnings for 2021 that was higher than actual 2020 core earnings, but the increase was limited by the impact of the pro forma deduction for 2021 (see footnote (1) above) and additional debt issuances to pay wildfire claims; the target 2021 Core EPS was less than actual 2020 Core EPS (as calculated for EPS performance shares) because the increase in the core earnings target was outweighed by the dilutive effect of EIX Common Stock issuances during 2020. See footnote (1) above for the number of shares used for the EPS performance share calculations. When the Committee established the 2021 Core EPS target, the CPUC had not yet issued a proposed or final decision in SCE’s 2021 General Rate Case (“GRC”). The GRC is a significant driver of the Company’s budgeting process and earnings outcome. Accordingly, when the Committee established the 2021 Core EPS target, it also established an adjustment framework it would apply after the final 2021 GRC decision was issued if the final 2021 GRC decision deviated from the assumptions on which the target level of Core EPS had been established. The 2021 GRC decision was issued a few days before the Committee’s August 2021 meeting. At the next Committee meeting (after the August meeting), the Committee decreased the target Core EPS for 2021 by $0.17 (to $4.34) in accordance with the adjustment framework it established in February 2021.

  77. Stock Options

    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 granted in 2022 and 2023 vest ratably over a three-year period, while options granted in 2021 and prior years vest ratably over a four-year period, in each case subject to continued employment. 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.

  78. Restricted Stock Units

    Restricted Stock Units Each restricted stock unit awarded is a 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 obligations. 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.

  79. Tally Sheets

    | ■ | Cash compensation (base pay and annual incentives); |

  80. Tally Sheets

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

  81. Tally Sheets

    The tally sheets also provide the value realizable from vested and unexercised stock options, unvested long-term incentive awards, and other compensation in the event of a voluntary or an involuntary separation from service, death or disability, or a change in control resulting in termination. The Committee also reviews additional information regarding long-term incentives, including stock program statistics on share usage, analysis of current exercise values of prior option grants, and a summary of current and past performance share results.

  82. Role of the Committee’s Independent Compensation Consultant

    Role of the Committee’s Independent Compensation Consultant The Committee retained Pay Governance to assist in evaluating executive officer compensation for 2023. Pay Governance’s assistance included helping the Committee identify industry trends and norms for executive compensation, reviewing and identifying appropriate peer group companies and pay surveys, and evaluating executive compensation data for these companies. All determinations regarding executive compensation were ultimately made by the Committee. During 2023, Pay Governance provided the following services:

  83. Role of the Committee’s Independent Compensation Consultant

    | ■ | Provided presentations on executive compensation trends; |

  84. Role of the Committee’s Independent Compensation Consultant

    | ■ | Conducted a competitive evaluation of total direct compensation for executives at EIX and its peers; |

  85. Role of the Committee’s Independent Compensation Consultant

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

  86. Role of the Committee’s Independent Compensation Consultant

    | ■ | Conducted a risk assessment of the Company’s compensation programs; |

  87. Role of the Committee’s Independent Compensation Consultant

    | ■ | Performed an analysis of the alignment between the Company’s realizable pay and performance relative to peers; |

  88. Role of the Committee’s Independent Compensation Consultant

    | ■ | Provided an analysis of incentive plan design and metrics in the industry; |

  89. Role of the Committee’s Independent Compensation Consultant

    | ■ | Conducted a competitive analysis of outside director compensation; |

  90. Role of the Committee’s Independent Compensation Consultant

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

  91. Role of the Committee’s Independent Compensation Consultant

    | ■ | Provided advice to the Committee on EIX CEO compensation at its February meeting, without review by the EIX CEO. |

  92. Role of the Committee’s Independent Compensation Consultant

    In addition, Pay Governance representatives attended Committee meetings and communicated directly with the Committee as needed. Pay Governance did not perform any services for the Company in 2023 unrelated to the Committee’s responsibilities for our compensation programs, and all interactions by the consultants with management were related to their work for the Committee and conducted in accordance with the directions of the Committee or its Chair. The Committee retains sole authority to hire its compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement. Pursuant to SEC rules, the Committee assessed and determined that no conflict of interest exists with respect to the engagement of Pay Governance as the Committee’s compensation consultant.

  93. Use of Competitive Data

    Use of Competitive Data As discussed in What We Pay and Why: Elements of Total Direct Compensation, the Committee targets “market median” for comparable positions for each element of total direct compensation.(10) Although the Committee uses market median as a guide, the Committee exercises its judgment in setting each executive officer’s compensation levels and takes into account the executive officer’s individual performance, future potential, experience, internal equity, retention concerns, or other factors it considers relevant under the circumstances. On an aggregate basis, the target total direct compensation for our executive officers for 2023 was approximately at the market median across positions. The Committee used peer group data and data from Willis Towers Watson pay surveys to determine the market median for 2023. The peer group data was for companies in the PHLX Utility Sector Index (formerly known as the Philadelphia Utility Index), which has been used by the Committee since 2005 for benchmarking executive officer compensation and company performance. The Committee believes use of an established market index for peer group purposes is consistent with the way shareholders evaluate performance across companies within an industry.

  94. Use of Competitive Data

    | ■ ■ ■ ■ | ■ ■ ■ ■ | ■ (13) ■ ■ ■ | ■ ■ ■ | | 2023 PEER GROUP COMPANIES – PHLX UTILITY sector INDEX | | | | | ■ AES Corporation ■ Ameren ■ American Electric Power ■ American Water Works ■ CenterPoint Energy | ■ Consolidated Edison ■ Constellation Energy ■ Dominion Energy ■ DTE Energy ■ Duke Energy | ■ Entergy ■ Eversource Energy ■ Exelon ■ FirstEnergy ■ NextEra Energy | ■ Pinnacle West ■ Public Service Enterprise Group ■ Southern Company ■ WEC Energy Group ■ Xcel Energy |

  95. Use of Competitive Data

    EIX is at or near the peer group median in revenues and market capitalization. For calendar year 2023, EIX had revenues of $16.3 billion compared to the peer group median of $12.9 billion (ranking 7th out of the 21 companies in the peer group), based on reported revenues. As of December 29, 2023 (the last NYSE trading day in 2023), EIX’s market capitalization was $27.4 billion, which was the median of the peer group (ranking 11th out of 21). As part of the process of setting 2023 target total direct compensation for NEOs, Pay Governance provided the Committee with benchmarking data from peer group proxy statements. In addition, the Committee received base salary, target annual incentive, and target long-term incentive grant value data from the Willis Towers Watson 2022 Energy Services and the Willis Towers Watson 2022 General Industry pay surveys. The pay survey data included compensation information from utilities, other energy companies, and companies in other industries with comparable revenues, in order to reflect the range of the Company’s competitors for executive talent and provide a robust set of information to make compensation decisions. The pay survey data were presented to the Committee in aggregated form. The Committee does not consider the identities of the individual companies in the survey data to be material for its decision-making process, and the individual companies were not provided to the Committee.

  96. Use of Competitive Data

    | (10) The term “market median” is used in this CD&A to mean the median level of pay, for that particular element of compensation and for comparable positions, based on peer group data and data from pay surveys provided by Willis Towers Watson. |

  97. RISK CONSIDERATIONS

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

  98. RISK CONSIDERATIONS

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

  99. RISK CONSIDERATIONS

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

  100. RISK CONSIDERATIONS

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

  101. RISK CONSIDERATIONS

    | ■ | Annual incentive and performance share payouts are capped at 200% of target; |

  102. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Our policy regarding severance protection for NEOs stems from its importance in retaining and recruiting executives. Executives have attractive opportunities with other companies or are recruited from well-compensated positions in other companies. We believe offering severance benefits if any officer is terminated without cause provides financial security to offset the risk of leaving another company or foregoing an opportunity with another company. Severance benefits are not offered for resignation for “good reason,” except if a “change in control” occurs (these terms are defined in the EIX 2008 Executive Severance Plan (the “Severance Plan”)). The current executive compensation plans offer additional benefits if a change in control of EIX occurs. We believe the occurrence, or expected occurrence, of a change-in-control transaction would create uncertainty regarding continued employment for NEOs. This uncertainty would result from the fact that many change-in-control transactions result in significant organizational changes, particularly at the senior executive level. To encourage the NEOs to remain employed with the Company during a time when their prospects for continued employment following the change in control would be uncertain, and to permit them to remain focused on the Company’s interests, NEOs are provided with enhanced severance benefits if their employment is terminated without cause or constructively terminated within a defined period of time around a change in control of EIX. Constructive termination (or a resignation for “good reason”) would include occurrences such as a material diminution in duties or salary, or a substantial relocation. Given that none of the NEOs has an employment agreement that provides for fixed positions or duties, or for a guaranteed base salary or annual incentive award, we believe a constructive termination severance trigger is needed to prevent an acquirer from having an incentive to constructively terminate an NEO’s employment to avoid paying any severance benefits. We do not provide excise tax gross-ups on change-in-control severance benefits for any of our executives. We do not believe NEOs should be entitled to receive their cash severance benefits merely because a change-in-control transaction occurs. Therefore, the payment of cash severance benefits is subject to a double-trigger where a termination without cause or constructive termination of employment must also occur before payment. However, if a change in control occurs where EIX is not the surviving corporation, and following the transaction, outstanding equity awards are not continued or assumed, then NEOs and other holders of awards under our equity incentive plan would receive immediate vesting of their outstanding equity awards as described under Potential Payments Upon Termination or Change in Control. We believe it is appropriate to fully vest equity awards in change-in-control situations where EIX is not the surviving corporation and the equity awards are not assumed, whether or not employment is terminated, because such a transaction ends the NEOs’ ability to realize any further value with respect to the equity awards. For detailed information on the estimated potential payments and benefits payable to NEOs if they terminate employment, including following a change in control of the Company, see Potential Payments Upon Termination or Change in Control.

  103. Perquisites

    Perquisites In general, we provide no perquisites to our NEOs. If a business-related security concern exists, the Company may pay for reasonable security services. Given the nature of these concerns and costs, the Company does not consider the security services to be a perquisite. However, any such security services for 2023 were taken into account when determining whether the total amount of perquisites for an NEO exceeded the $10,000 threshold for required disclosure in the Summary Compensation Table. This threshold was not reached for any NEO for 2023.

  104. COMPENSATION RECOUPMENT PROVISIONS

    COMPENSATION RECOUPMENT PROVISIONS The Company adopted the Incentive Compensation Recoupment Policy for Accounting Restatements (the “Recoupment Policy”), effective on October 2, 2023, pursuant to the requirements of the NYSE listing standards implementing Rule 10D-1 of the Securities Exchange Act of 1934 (the “Clawback Rules”). The Company filed the Recoupment Policy as an exhibit to the 2023 Annual Report. The Recoupment Policy applies to incentive-based compensation received by current and former Section 16 officers of the Company and SCE, executive officers of SCE and controllers of SCE (each, a “Covered Executive”). Recoupment of certain incentive-based compensation is required under the Recoupment Policy in the event that the Company or SCE is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. In general, in the event of such a financial restatement, Covered Executives would forfeit or return the amount of any incentive-based compensation that they received during the three fiscal years preceding the date of the restatement that the Committee determines exceeds the amount the executive would have received had the revised financial statement(s) been used to determine the compensation. The Committee is responsible for administering the Recoupment Policy consistent with the requirements of the Clawback Rules that apply to EIX. In addition, the Company has also adopted misconduct recoupment provisions to allow recoupment of annual and long-term incentive compensation from officers who are terminated or suspended without pay for certain misconduct (“Misconduct Recoupment Provisions”). The Misconduct Recoupment Provisions apply to annual and long-term incentive compensation awarded on or after January 1, 2024 and apply to all Vice Presidents and more senior officers of the Company and SCE.

  105. Summary Compensation Table – Fiscal Years 2021, 2022 and 2023

    Summary Compensation Table – Fiscal Years 2021, 2022 and 2023 The following table presents information regarding the compensation of our NEOs for fiscal years 2021, 2022 and 2023. The table was prepared in accordance with SEC requirements. The total compensation presented below does not necessarily reflect the actual total compensation received by our NEOs. The amounts under “Stock Awards” and “Option Awards” do not represent the actual amounts paid to or realized by our NEOs for these awards during 2021-2023 but represent the aggregate grant date fair value of awards granted in those years as determined for financial reporting purposes. Likewise, the amounts under “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” do not reflect amounts paid to or realized by our NEOs during 2021-2023.

  106. Summary Compensation Table – Fiscal Years 2021, 2022 and 2023

    | | | | | | | Change in | | | | | | | | | | Pension | | | | | | | | | | Value and | | | | | | | | | | Non-Qualified | | | | | | | | | Non-Equity | Deferred | | | | Name and | | | Stock | Option | Incentive Plan | Compensation | All Other | | | Principal | | Salary | Awards(1) | Awards(2) | Compensation | Earnings(3) | Compensation(4) | Total | | Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Pedro J. Pizarro | 2023 | 1,396,538 | 6,825,189 | 2,275,001 | 1,849,365 | 2,505,218 | 29,800 | 14,881,111 | | EIX President and CEO | 2022 | 1,365,385 | 6,576,144 | 2,192,006 | 1,960,470 | 68,924 | 28,300 | 12,191,229 | | | 2021 | 1,325,249 | 3,823,832 | 3,823,755 | 2,074,800 | 3,289,304 | 27,400 | 14,364,340 | | Maria Rigatti | 2023 | 765,962 | 1,530,412 | 510,137 | 741,549 | 1,129,358 | 19,800 | 4,697,218 | | EIX EVP and CFO | 2022 | 732,115 | 1,433,324 | 477,757 | 761,570 | 22,486 | 18,300 | 3,445,552 | | | 2021 | 707,981 | 887,582 | 887,504 | 783,840 | 1,307,104 | 17,400 | 4,591,411 | | Adam S. Umanoff | 2023 | 670,962 | 1,088,583 | 362,815 | 611,820 | 308,548 | 19,800 | 3,062,528 | | EIX EVP, General Counsel and Corporate | 2022 | 635,962 | 984,154 | 328,006 | 569,856 | 320,176 | 18,300 | 2,856,454 | | Secretary(5) | 2021 | 603,604 | 665,517 | 665,504 | 626,175 | 361,249 | 17,400 | 2,939,449 | | Steven D. Powell | 2023 | 707,500 | 1,394,348 | 464,761 | 594,683 | 819,612 | 23,225 | 4,004,129 | | SCE President and CEO(5) | 2022 | 650,000 | 1,145,681 | 381,882 | 591,175 | 8,501 | 22,480 | 2,799,719 | | | 2021 | 481,513 | 458,244 | 458,140 | 469,967 | 430,345 | 17,400 | 2,315,609 | | J. Andrew Murphy | 2023 | 497,115 | 637,533 | 212,507 | 360,500 | 154,223 | 19,800 | 1,881,678 | | President and CEO of Edison Energy(5) | 2022 | 475,000 | 534,456 | 178,127 | 370,073 | 83,169 | 18,300 | 1,659,125 | | | 2021 | 475,000 | 356,260 | 356,256 | 418,950 | 264,381 | 17,400 | 1,888,247 |

  107. Summary Compensation Table – Fiscal Years 2021, 2022 and 2023

    | (1) Stock awards consist of performance shares and restricted stock units granted under the 2007 Performance Incentive Plan in the year indicated. The performance share and restricted stock unit amounts shown in the Summary Compensation Table reflect the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. For performance shares, the value is reported as of the grant date based on the probable outcome of performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the assumptions and methodologies used to calculate these amounts, see the discussion contained in (i) Note 9 (Compensation and Benefit Plans) to Consolidated Financial Statements, included as part of the Company’s 2023 Annual Report and (ii) similar Notes to the Company’s Consolidated Financial Statements for prior years when the awards were granted. |

  108. Summary Compensation Table – Fiscal Years 2021, 2022 and 2023

    The table below shows the maximum grant date value of the performance share awards included in the Summary Compensation Table assuming achievement of the highest level of performance conditions. The performance period for the 2021 performance share awards ended on December 31, 2023. EIX’s TSR ranked at the 74th percentile among the comparison group TSR for the TSR performance shares granted in 2021, resulting in a payout at 195% of target for those performance shares. The performance periods for the 2022 and 2023 performance shares have not ended.

  109. Summary Compensation Table – Fiscal Years 2021, 2022 and 2023

    | | Maximum | Maximum | Maximum | | | Performance Share | Performance Share | Performance Share | | | Potential as of | Potential as of | Potential as of | | | Grant Date for 2023 | Grant Date for 2022 | Grant Date for 2021 | | | Awards | Awards | Awards | | Name | ($) | ($) | ($) | | Pedro J. Pizarro | 9,100,271 | 8,768,203 | 3,823,842 | | Maria Rigatti | 2,040,560 | 1,911,134 | 887,598 | | Adam S. Umanoff | 1,451,432 | 1,312,204 | 665,525 | | Steven D. Powell | 1,859,118 | 1,527,563 | 458,266 | | J. Andrew Murphy | 850,065 | 712,598 | 356,263 |

  110. Summary Compensation Table – Fiscal Years 2021, 2022 and 2023

    | (2) Option awards consist of non-qualified stock options granted under the 2007 Performance Incentive Plan in the year indicated. The option amounts shown in the Summary Compensation Table reflect the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate these amounts, see the discussion of options contained in (i) Note 9 (Compensation and Benefit Plans) to Consolidated Financial Statements, included as part of the Company’s 2023 Annual Report and (ii) similar Notes to the Company’s Consolidated Financial Statements for prior years when the awards were granted. |

  111. Summary Compensation Table – Fiscal Years 2021, 2022 and 2023

    | (3) The reported amounts for 2023 include: (i) 2023 interest on deferred compensation account balances considered under SEC rules to be at above-market rates for Mr. Pizarro $10,367; Ms. Rigatti $2,899; Mr. Umanoff $9,700; Mr. Powell $1,866; and Mr. Murphy $758; and (ii) the 2023 aggregate change in the actuarial present value of the accumulated benefit under the SCE Retirement Plan and the EIX Executive Retirement Plan for Mr. Pizarro $2,494,851; Ms. Rigatti $1,126,459; Mr. Umanoff $298,848; Mr. Powell $817,746; and Mr. Murphy $153,465. The change in pension value amounts reported in column (g) and this footnote (3) are based on accounting rules and incorporate changes in discount rates and other assumptions that are outside the control of the Committee and may not reflect the actual amounts that ultimately will be paid to the NEO. The assumptions used for pension plan benefit accruals and payments may differ from assumptions used for accounting purposes and may change from time to time. See Pension Benefits Table below for an explanation of pension benefit formulas. |

  112. Summary Compensation Table – Fiscal Years 2021, 2022 and 2023

    | (4) Amounts reported for 2023 represent EIX or SCE contributions to the 401(k) Plan for each NEO other than Messrs. Pizarro and Powell. For Mr. Pizarro, the amount reported for 2023 includes (i) $19,800 for company matching contributions to the 401(k) Plan and (ii) $10,000 in charitable matching gifts under the Director Matching Gift Program described in footnote (4) to the Director Compensation Table above. For Mr. Powell, the amount reported for 2023 includes (i) $19,800 for company matching contributions to the 401(k) Plan and (ii) $3,425 in charitable matching gifts under the Director Matching Gift Program described in footnote (4) to the Director Compensation Table above. |

  113. Summary Compensation Table – Fiscal Years 2021, 2022 and 2023

    | (5) Mr. Powell became SCE’s President and CEO on December 1, 2021; he was an SCE EVP from January 1, 2021 through November 30, 2021. Mr. Umanoff became Corporate Secretary in January 2024 while continuing to serve as EVP and General Counsel. Mr. Murphy became the CEO of Edison Energy on July 10, 2023, and the President and CEO of Edison Energy on July 31, 2023; he was an EIX SVP prior to becoming the CEO of Edison Energy. |

  114. Grants of Plan-Based Awards Table – Fiscal Year 2023

    Grants of Plan-Based Awards Table – Fiscal Year 2023 The following table presents information regarding the incentive plan awards granted to our NEOs during 2023.

  115. Grants of Plan-Based Awards Table – Fiscal Year 2023

    | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | | | | | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | All Other | | | Grant | | | | | Plan Awards(1) | | | Plan Awards(2) | | | Stock | All Other | | Date Fair | | | | | | | | Threshold | Target | Maximum | Awards: | Option | Exercise | Value | | | | | | | | Number | Number | Number | Number | Awards: | or Base | of Stock | | | | | | | | of Shares | of Shares | of Shares | of Shares | Number of | Price of | and | | | | Date of | | | | of Stock | of Stock | of Stock | of Stock | Securities | Option | Option | | | Grant | Committee | Threshold | Target | Maximum | or Units | or Units | or Units | or Units | Underlying | Awards | Awards(3) | | Name | Date | Action | ($) | ($) | ($) | (#) | (#) | (#) | (#) | Options (#) | ($/Sh) | ($) | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Pedro J. Pizarro | | | | | | | | | | | | | | TSR Performance Shares | 3/1/2023 | 2/22/2023 | | | | 6,217 | 24,867 | 49,734 | | | | 2,275,082 | | EPS Performance Shares | 3/1/2023 | 2/22/2023 | | | | 8,806 | 35,223 | 70,446 | | | | 2,275,054 | | Stock Options | 3/1/2023 | 2/22/2023 | | | | | | | | 179,842 | 64.59 | 2,275,001 | | Restricted Stock Units | 3/1/2023 | 2/22/2023 | | | | | | | 35,223 | | | 2,275,054 | | Annual Incentive | | | | 1,890,000 | 3,780,000 | | | | | | | | | Maria Rigatti | | | | | | | | | | | | | | TSR Performance Shares | 3/1/2023 | 2/22/2023 | | | | 1,394 | 5,576 | 11,152 | | | | 510,148 | | EPS Performance Shares | 3/1/2023 | 2/22/2023 | | | | 1,975 | 7,898 | 15,796 | | | | 510,132 | | Stock Options | 3/1/2023 | 2/22/2023 | | | | | | | | 40,327 | 64.59 | 510,137 | | Restricted Stock Units | 3/1/2023 | 2/22/2023 | | | | | | | 7,898 | | | 510,132 | | Annual Incentive | | | | 654,500 | 1,309,000 | | | | | | | | | Adam S. Umanoff | | | | | | | | | | | | | | TSR Performance Shares | 3/1/2023 | 2/22/2023 | | | | 992 | 3,966 | 7,932 | | | | 362,849 | | EPS Performance Shares | 3/1/2023 | 2/22/2023 | | | | 1,405 | 5,618 | 11,236 | | | | 362,867 | | Stock Options | 3/1/2023 | 2/22/2023 | | | | | | | | 28,681 | 64.59 | 362,815 | | Restricted Stock Units | 3/1/2023 | 2/22/2023 | | | | | | | 5,618 | | | 362,867 | | Annual Incentive | | | | 540,000 | 1,080,000 | | | | | | | | | Steven D. Powell | | | | | | | | | | | | | | TSR Performance Shares | 3/1/2023 | 2/22/2023 | | | | 1,270 | 5,080 | 10,160 | | | | 464,769 | | EPS Performance Shares | 3/1/2023 | 2/22/2023 | | | | 1,799 | 7,196 | 14,392 | | | | 464,790 | | Stock Options | 3/1/2023 | 2/22/2023 | | | | | | | | 36,740 | 64.59 | 464,761 | | Restricted Stock Units | 3/1/2023 | 2/22/2023 | | | | | | | 7,196 | | | 464,790 | | Annual Incentive | | | | 607,750 | 1,215,500 | | | | | | | | | J. Andrew Murphy | | | | | | | | | | | | | | TSR Performance Shares | 3/1/2023 | 2/22/2023 | | | | 581 | 2,323 | 4,646 | | | | 212,531 | | EPS Performance Shares | 3/1/2023 | 2/22/2023 | | | | 823 | 3,290 | 6,580 | | | | 212,501 | | Stock Options | 3/1/2023 | 2/22/2023 | | | | | | | | 16,799 | 64.59 | 212,507 | | Restricted Stock Units | 3/1/2023 | 2/22/2023 | | | | | | | 3,290 | | | 212,501 | | Annual Incentive | | | | 350,000 | 700,000 | | | | | | | |

  116. Grants of Plan-Based Awards Table – Fiscal Year 2023

    | (1) Maximum amounts reported reflect 200% of the applicable annual incentive target under the EICP. For information regarding the description of performance-based conditions under the EICP, see Annual Incentive Awards in the CD&A above. |

  117. Grants of Plan-Based Awards Table – Fiscal Year 2023

    | (2) One-half of each NEO’s 2023 performance share award value was granted in performance shares subject to a TSR vesting metric and the other half of the award value was granted in performance shares subject to an EPS vesting metric. The TSR and EPS components of each NEO’s award are subject to different threshold and other vesting requirements. In order to reflect these differences, the table above reports the TSR and EPS components of each NEO’s 2023 performance share award as separate awards. See Long-Term Incentive Awards in the CD&A above and Potential Payments on Termination or Change in Control below for information regarding the terms of the awards, the description of performance-based vesting conditions, the criteria for determining the amounts payable, and the consequences of a termination of employment in certain circumstances. |

  118. Grants of Plan-Based Awards Table – Fiscal Year 2023

    | (3) The amounts shown for performance shares, options, and restricted stock units represent the grant date fair value of the awards in 2023 determined in accordance with FASB ASC Topic 718. There is no guarantee that, if and when the awards vest, they will have this value. Assumptions used in the calculation of these amounts are referenced in footnotes (1) and (2) to the Summary Compensation Table. |

  119. Outstanding Equity Awards Table – Fiscal Year-End 2023

    Outstanding Equity Awards Table – Fiscal Year-End 2023 The following table presents information regarding the outstanding equity awards held by our NEOs at the end of 2023.

  120. Outstanding Equity Awards Table – Fiscal Year-End 2023

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | | Equity | | | | | | | | | | | Incentive | | | | | | | | | | | Plan | | | | | | | | | | | Awards: | | | | | | | | | | Equity | Market | | | | | | | | | | Incentive | or Payout | | | | | | | | | | Plan Awards: | Value of | | | | | | | | | Market | Number of | Unearned | | | | Number of | Number of | | | Number | Value of | Unearned | Shares, | | | | Securities | Securities | | | of Shares | Shares or | Shares, | Units or | | | | Underlying | Underlying | | | or Units of | Units of | Units or | Other | | | | Unexercised | Unexercised | Option | | Stock That | Stock That | Other Rights | Rights That | | | | Options | Options | Exercise | Option | Have Not | Have Not | That Have | Have Not | | | Grant | Exercisable(1) | Unexercisable(1) | Price | Expiration | Vested(2) | Vested(2)(3) | Not Vested(4) | Vested(3)(4) | | Name | Date | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | | (a) | | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Pedro J. Pizarro | 12/31/2014 | 65,879 | — | 65.48 | 1/3/2024 | — | — | — | — | | | 3/2/2015 | 111,608 | — | 63.72 | 1/2/2025 | — | — | — | — | | | 3/1/2016 | 116,785 | — | 66.88 | 1/2/2026 | — | — | — | — | | | 9/30/2016 | 75,836 | — | 72.25 | 1/2/2026 | — | — | — | — | | | 3/1/2017 | 249,942 | — | 79.38 | 1/4/2027 | — | — | — | — | | | 3/1/2018 | 373,476 | — | 60.78 | 1/3/2028 | — | — | — | — | | | 3/5/2019 | 402,500 | — | 62.50 | 1/2/2029 | — | — | — | — | | | 3/5/2020 | 338,391 | 112,796 | 69.01 | 1/2/2030 | — | — | — | — | | | 3/1/2021 | 264,804 | 264,802 | 54.91 | 1/2/2031 | 39,752 | 2,841,898 | — | — | | | 3/1/2022 | 73,955 | 147,908 | 63.65 | 1/2/2032 | 37,604 | 2,688,275 | 140,478 | 10,042,764 | | | 3/1/2023 | — | 179,842 | 64.59 | 1/3/2033 | 36,788 | 2,629,953 | 125,519 | 8,973,335 | | Maria Rigatti | 9/30/2014 | 18,386 | — | 55.92 | 1/3/2024 | — | — | — | — | | | 3/2/2015 | 22,500 | — | 63.72 | 1/2/2025 | — | — | — | — | | | 3/1/2016 | 22,103 | — | 66.88 | 1/2/2026 | — | — | — | — | | | 9/30/2016 | 22,294 | — | 72.25 | 1/2/2026 | — | — | — | — | | | 3/1/2017 | 60,197 | — | 79.38 | 1/4/2027 | — | — | — | — | | | 3/1/2018 | 88,537 | — | 60.78 | 1/3/2028 | — | — | — | — | | | 3/5/2019 | 104,092 | — | 62.50 | 1/2/2029 | — | — | — | — | | | 3/5/2020 | 83,466 | 27,819 | 69.01 | 1/2/2030 | — | — | — | — | | | 3/1/2021 | 61,463 | 61,460 | 54.91 | 1/2/2031 | 9,227 | 659,646 | — | — | | | 3/1/2022 | 16,120 | 32,236 | 63.65 | 1/2/2032 | 8,196 | 585,911 | 30,619 | 2,188,932 | | | 3/1/2023 | — | 40,327 | 64.59 | 1/3/2033 | 8,249 | 589,710 | 28,145 | 2,012,094 | | Adam S. Umanoff | 3/2/2015 | 83,572 | — | 63.72 | 1/2/2025 | — | — | — | — | | | 3/1/2016 | 76,015 | — | 66.88 | 1/2/2026 | — | — | — | — | | | 3/1/2017 | 52,672 | — | 79.38 | 1/4/2027 | — | — | — | — | | | 3/1/2018 | 67,180 | — | 60.78 | 1/3/2028 | — | — | — | — | | | 3/5/2019 | 74,258 | — | 62.50 | 1/2/2029 | — | — | — | — | | | 3/5/2020 | 59,544 | 19,845 | 69.01 | 1/2/2030 | — | — | — | — | | | 3/1/2021 | 46,089 | 46,086 | 54.91 | 1/2/2031 | — | — | — | — | | | 3/1/2022 | 11,067 | 22,132 | 63.65 | 1/2/2032 | — | — | 21,023 | 1,502,949 | | | 3/1/2023 | — | 28,681 | 64.59 | 1/3/2033 | — | — | 20,019 | 1,431,194 |

  121. Outstanding Equity Awards Table – Fiscal Year-End 2023

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | | Equity | | | | | | | | | | | Incentive | | | | | | | | | | | Plan | | | | | | | | | | | Awards: | | | | | | | | | | Equity | Market | | | | | | | | | | Incentive | or Payout | | | | | | | | | | Plan Awards: | Value of | | | | | | | | | Market | Number of | Unearned | | | | Number of | Number of | | | Number | Value of | Unearned | Shares, | | | | Securities | Securities | | | of Shares | Shares or | Shares, | Units or | | | | Underlying | Underlying | | | or Units of | Units of | Units or | Other | | | | Unexercised | Unexercised | Option | | Stock That | Stock That | Other Rights | Rights That | | | | Options | Options | Exercise | Option | Have Not | Have Not | That Have | Have Not | | | Grant | Exercisable(1) | Unexercisable(1) | Price | Expiration | Vested(2) | Vested(2)(3) | Not Vested(4) | Vested(3)(4) | | Name | Date | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | | (a) | | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Steven D. Powell | 3/3/2014 | 6,852 | — | 51.90 | 1/3/2024 | — | — | — | — | | | 3/2/2015 | 6,925 | — | 63.72 | 1/2/2025 | — | — | — | — | | | 3/1/2016 | 8,328 | — | 66.88 | 1/2/2026 | — | — | — | — | | | 3/1/2017 | 7,763 | — | 79.38 | 1/4/2027 | — | — | — | — | | | 3/1/2018 | 10,183 | — | 60.78 | 1/3/2028 | — | — | — | — | | | 9/28/2018 | 1,425 | — | 67.68 | 1/3/2028 | — | — | — | — | | | 3/5/2019 | 14,616 | — | 62.50 | 1/2/2029 | — | — | — | — | | | 9/30/2019 | 5,184 | — | 75.42 | 1/2/2029 | — | — | — | — | | | 3/5/2020 | 22,083 | 7,358 | 69.01 | 1/2/2030 | — | — | — | — | | | 3/1/2021 | 24,673 | 24,670 | 54.91 | 1/2/2031 | 3,704 | 264,773 | — | — | | | 12/31/2021 | 4,821 | 4,818 | 68.25 | 1/2/2031 | 816 | 58,310 | — | — | | | 3/1/2022 | 12,884 | 25,768 | 63.65 | 1/2/2032 | 6,551 | 468,354 | 24,474 | 1,749,615 | | | 3/1/2023 | — | 36,740 | 64.59 | 1/3/2033 | 7,516 | 537,295 | 25,643 | 1,833,194 | | J. Andrew Murphy | 3/1/2016 | 28,995 | — | 66.88 | 1/2/2026 | — | — | — | — | | | 3/1/2017 | 25,258 | — | 79.38 | 1/4/2027 | — | — | — | — | | | 3/1/2018 | 43,446 | — | 60.78 | 1/3/2028 | — | — | — | — | | | 3/5/2019 | 44,786 | — | 62.50 | 1/2/2029 | — | — | — | — | | | 3/5/2020 | 32,505 | 10,835 | 69.01 | 1/2/2030 | — | — | — | — | | | 3/1/2021 | 24,673 | 24,670 | 54.91 | 1/2/2031 | — | — | — | — | | | 3/1/2022 | 6,011 | 12,018 | 63.65 | 1/2/2032 | — | — | 11,417 | 816,185 | | | 3/1/2023 | — | 16,799 | 64.59 | 1/3/2033 | — | — | 11,725 | 838,198 |

  122. Outstanding Equity Awards Table – Fiscal Year-End 2023

    | (1) Subject to each NEO’s continued employment, each unvested stock option grant becomes vested in equal annual installments—over a three-year vesting period for 2023 and 2022 grants and over a four-year vesting period for grants made before 2022—with the first installment vesting on January 2 in the year following the year in which the grant occurs and the remaining installments vesting on the anniversaries of that date thereafter (if January 2 falls on a holiday or weekend, then vesting occurs either on the preceding business day or the next business day on which the New York Stock Exchange is open, depending on the terms applicable to the grant). |

  123. Outstanding Equity Awards Table – Fiscal Year-End 2023

    | (2) Subject to each NEO’s continued employment, restricted stock units become vested and payable on January 2 at the end of a three-year vesting period beginning with the year in which the grant occurs (if January 2 falls on a holiday or weekend, then vesting occurs on the next business day on which the New York Stock Exchange is open). |

  124. Outstanding Equity Awards Table – Fiscal Year-End 2023

    | (3) The values shown in columns (h) and (j) of the table are determined by multiplying the number of shares or units reported in column (g) or (i), respectively, by the closing price of EIX Common Stock on December 29, 2023 (the last NYSE trading day in 2023). |

  125. Outstanding Equity Awards Table – Fiscal Year-End 2023

    | (4) Subject to each NEO’s continued employment, approximately half of each NEO’s 2022 and 2023 performance share grants become earned and vested based on EIX’s comparative TSR during the relevant three-year performance period (“TSR Performance Shares”) and the remainder become earned and vested based on EIX’s average annual Core EPS measured against target levels for the three calendar years in the relevant performance period (“EPS Performance Shares”). The number of performance shares included for each NEO in column (i) of the table above is the aggregate number of shares that may become earned if (i) for the TSR Performance Shares granted in 2022 and 2023, EIX’s TSR for the 2022-2024 and 2023-2025 performance periods, respectively, turns out to be at the 75th percentile of the comparison group of companies or greater and (ii) for the EPS Performance Shares granted in both years, EIX’s Core EPS turns out to be equal to or greater than 120% of the target level each year in the performance periods. These are the maximum (i.e., 200% of target) number of 2022 and 2023 TSR Performance Shares, and the maximum (i.e., 200% of target) number of 2022 and 2023 EPS Performance Shares that may become payable (including shares added by reinvestment of dividend equivalents). These payout assumptions are presented in accordance with SEC guidance and are provided only for purposes of illustration and not as an expectation or projection about the future. |

  126. Option Exercises and Stock Vested Table – Fiscal Year 2023

    Option Exercises and Stock Vested Table – Fiscal Year 2023 The following table presents information regarding the exercise of stock options by our NEOs and vesting of stock awards during 2023. The stock awards listed in the following table represent the value realized on the vesting of restricted stock units during 2023, and the value realized on the vesting of 2021 performance share awards payable for the 2021-2023 performance period.

  127. Option Exercises and Stock Vested Table – Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares Acquired | Value Realized | Shares Acquired | Value Realized | | | on Exercise | on Exercise(1) | on Vesting(2) | on Vesting(2)(3) | | Name | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | | Pedro J. Pizarro | — | — | 88,168 | 6,081,453 | | Maria Rigatti | — | — | 20,913 | 1,440,370 | | Adam S. Umanoff | — | — | 15,861 | 1,133,905 | | Steven D. Powell | 4,077 | 64,417 | 8,521 | 594,684 | | J. Andrew Murphy | 22,471 | 201,399 | 8,786 | 628,094 |

  128. Option Exercises and Stock Vested Table – Fiscal Year 2023

    | (1) The value realized on exercise of stock options equals the difference between (i) the market price of EIX Common Stock on the exercise date and (ii) the exercise price of those options, multiplied by the number of shares as to which the options were exercised. |

  129. Option Exercises and Stock Vested Table – Fiscal Year 2023

    | (2) This column (d) includes shares of EIX Common Stock issuable upon the vesting of (i) restricted stock units granted to Messrs. Pizarro and Powell and Ms. Rigatti in 2020 that vested on January 3, 2023 and (ii) performance shares granted in 2021 to all of the NEOs that vested on December 31, 2023. In addition, the amounts reported in this column (d) for Messrs. Umanoff and Murphy include 5,868 and 3,436 shares, respectively, representing restricted stock units granted in 2023, including dividend equivalents, that are considered vested for this purpose because the units would have been payable in accordance with the retirement provisions of their awards had such officers elected to retire on December 31, 2023. In accordance with applicable SEC rules, the units discussed in this footnote are also reported as 2023 registrant contributions in the Non-Qualified Deferred Compensation Table below because, while the units vested or are considered to have vested for certain purposes, they were not yet payable on December 31, 2023. |

  130. Option Exercises and Stock Vested Table – Fiscal Year 2023

    | (3) The values in this column (e) are based on the market prices of EIX Common Stock on January 3, 2023 and December 29, 2023 (the last NYSE trading day in 2023) which were $64.28 and $71.49, respectively. For Messrs. Umanoff and Murphy, the portion of the amounts attributable to the 2023 restricted stock units described in footnote (2) are $419,472 and $245,650, respectively. |

  131. Pension Benefits Table

    Pension Benefits Table The following table presents information regarding the present value of accumulated benefits that may become payable to, and payments made to, our NEOs under the qualified and non-qualified defined-benefit pension plans sponsored by SCE or EIX.

  132. Pension Benefits Table

    | | | Number of | Present | | | | | Years | Value of | Payments | | | | Credited | Accumulated | During Last | | | | Service(1) | Benefit(2) | Fiscal Year(3) | | Name | Plan Name | (#) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | | Pedro J. Pizarro | SCE Retirement Plan | 24.2 | 741,450 | — | | | Executive Retirement Plan | 24 | 15,577,302 | — | | Maria Rigatti | SCE Retirement Plan | 24.2 | 889,681 | — | | | Executive Retirement Plan | 24 | 6,091,833 | 21,315 | | Adam S. Umanoff | SCE Retirement Plan | 9.0 | 212,795 | — | | | Executive Retirement Plan | 9 | 1,900,986 | — | | Steven D. Powell | SCE Retirement Plan | 23.5 | 343,042 | — | | | Executive Retirement Plan | 24 | 2,121,894 | — | | J. Andrew Murphy | SCE Retirement Plan | 8.3 | 193,960 | — | | | Executive Retirement Plan | 8 | 1,266,760 | — |

  133. Pension Benefits Table

    | (1) The years of credited service are presented as of December 31, 2023 and reflect all years of credited service with EIX and its affiliates. |

  134. Pension Benefits Table

    | (2) The amounts reported in column (d) for “Present Value of Accumulated Benefit” (“PVAB”) are actuarial estimates of the present value of each NEO’s accumulated benefits under the SCE Retirement Plan and the Executive Retirement Plan, using the same measurement date (December 31, 2023) and material assumptions used for year-end 2023 financial reporting purposes, except that it is assumed for purposes of the amounts reported in column (d) that each NEO retires at the later of December 31, 2023, 5 years of service, or age 61, the youngest age at which an unreduced retirement benefit is available from the SCE Retirement Plan and the Executive Retirement Plan. The following assumptions were used to calculate the PVAB: (i) discount rate of 5.04% for the SCE Retirement Plan and 4.97% for the Executive Retirement Plan; (ii) the Pri-2012 White Collar Mortality Table projected with the MP-2021 projection table; (iii) 85% of benefits under the SCE Retirement Plan are paid in the form of a lump sum and 15% are paid in the form of a single life annuity, while 100% of benefits under the Executive Retirement Plan are paid in the form of a lump sum; and (iv) lump sum amounts are determined using an interest rate of 5.04%. |

  135. Pension Benefits Table

    | (3) Payments were made to Ms. Rigatti in accordance with plan terms pursuant to her 2014 termination of employment from Edison Mission Energy, an indirect wholly owned subsidiary of EIX that in 2014 had substantially all of its assets and liabilities discharged in bankruptcy or transferred to third parties. These payments were reflected in the 2023 change in pension value amount reported in footnote (3) to the Summary Compensation Table. |

  136. Grandfathered Benefits

    Grandfathered Benefits Eligible participants (at least age 50 or with 60 combined age and service points as of March 31, 1999) are considered “grandfathered” and accrue benefits under prior plan formulas. Upon separation, the grandfathered participant will be eligible to receive the greater of the benefit calculated under the prior plan formulas (offset by any profit sharing account balance in the 401(k) Plan) or the value of the new cash balance account. An actuarial reduction of the normal age 65 benefit applies if a grandfathered participant either terminates prior to age 55 and commences benefits prior to age 65, or retires and commences benefits after attaining age 55 but prior to age 61. The pension benefit commencing at age 55 for an employee terminating prior to age 55 with at least five years of service is 53.6% of the normal age 65 benefit, while the pension benefit commencing at age 55 for an employee retiring at age 55 with at least five years of service is 77% of the normal age 65 benefit. Lower early retirement reductions are applied for benefit commencement after age 55 but prior to age 61. An unreduced early retirement benefit is available from age 61 through age 64. No NEO is eligible for grandfathered benefits under the SCE Retirement Plan.

  137. Payment of Plan Benefits

    Payment of Plan Benefits Benefits that become payable under the grandfathered plan document are generally payable as follows. Upon a vested participant’s retirement at or after age 55 or death, the normal form of benefit is a life annuity, paid monthly, with a 50% spousal survivor benefit following the death of the participant (if the surviving spouse is more than five years younger than the participant, the spousal benefit will be reduced to an amount less than 50% of the pre-death benefit to account for the longer projected payout period). The cost of this spousal survivor benefit is fully subsidized by EIX and SCE. A contingent annuity benefit for a survivor other than a spouse is also available, but without company subsidy. Participants may elect to receive an alternative form of benefit, such as a lump-sum payment or monthly payments over 60 or 120 months. If the participant’s employment terminates for any reason other than death, retirement, permanent and total disability, or involuntary termination not for cause, vested benefits will be paid after the participant attains age 55 in an annuity only. If a participant’s employment is terminated for cause, all benefits will be forfeited. Benefits that become payable under the 2008 plan document are generally payable as follows. Participants have sub- accounts for annual accruals for which they may elect payment in the form of a single lump-sum, annual installments, a life annuity with a 50% spousal survivor benefit following the participant’s death, or a contingent annuity. Participants may elect to have their designated form of payment triggered by their separation from service; however, payment will not occur before a participant reaches age 55 other than in the case of death. Payments triggered by separation from service begin upon a specified time following the applicable triggering event. Payments may be delayed or accelerated under the 2008 plan document if permitted or required under Section 409A of the Internal Revenue Code; if payments are delayed after the later of the applicable triggering event or age 55, interest is credited at a rate based on the average monthly Moody’s Corporate Bond Yield for Baa Public Utility Bonds over a sixty-month period preceding September 1 of the prior year. EIX established this interest rate for all plan participants and may change the interest rate on a prospective basis. The annuity options available under the 2008 plan document have the same features as the annuity options available under the grandfathered plan document. Account balances payable in installments under the 2008 plan document earn interest at a rate of interest determined in the same manner as described in the preceding paragraph for delayed payments. The final average pay benefit formula includes benefit reductions for termination prior to age 55, or early retirement after attaining age 55 but prior to age 61, similar to the formula for the SCE Retirement Plan discussed above. If an NEO terminates prior to age 55 but with a total of 68 years of age and service, the benefit formula includes a special early retirement benefit reduction based on the SCE Retirement Plan formula for early retirement. As of December 31, 2023, Mr. Powell was eligible for this special early retirement benefit. An unreduced early retirement benefit is available for retirement at age 61 through age 64. Messrs. Umanoff and Murphy were eligible to receive this benefit as of December 31, 2023.

  138. Non-Qualified Deferred Compensation Table – Fiscal Year 2023

    Non-Qualified Deferred Compensation Table – Fiscal Year 2023 The following table presents information regarding the contributions to and earnings on our NEOs’ deferred compensation balances during 2023, and the total deferred amounts for the NEOs at the end of 2023. All deferrals are under the Executive Deferred Compensation Plan (“EDCP”), except for restricted stock units (“RSUs”) that vested or are considered to have been vested for certain purposes at the end of 2023 as a result of the retirement vesting provisions applicable to such RSUs.

  139. Non-Qualified Deferred Compensation Table – Fiscal Year 2023

    | | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | | Contributions in | Contributions in | Earnings in | Withdrawals/ | Balance at Last | | | | Last Fiscal Year(2) | Last Fiscal Year(2) | Last Fiscal Year(3) | Distributions(4) | Fiscal Year End | | Name(1) | | ($) | ($) | ($) | ($) | ($) | | (a) | | (b) | (c) | (d) | (e) | (f) | | Pedro J. Pizarro | EDCP | 559,887 | — | 166,698 | — | 4,432,946 | | Maria Rigatti | EDCP | — | — | 46,617 | 4,690 | 1,204,084 | | Adam S. Umanoff | EDCP | — | — | 155,968 | — | 4,035,772 | | | RSUs | — | 419,472 | 132,688 | 347,855 | 1,329,097 | | Steven D. Powell | EDCP | 436,588 | — | 30,000 | 92,976 | 861,173 | | J. Andrew Murphy | EDCP | — | — | 12,191 | 22,219 | 315,380 | | | RSUs | — | 245,650 | 71,492 | 189,926 | 610,476 |

  140. Non-Qualified Deferred Compensation Table – Fiscal Year 2023

    | (1) The balances shown represent compensation already reportable in the Summary Compensation Table in this and prior Proxy Statements, except for the portion of interest not considered above-market under SEC rules. |

  141. Non-Qualified Deferred Compensation Table – Fiscal Year 2023

    | (2) The amounts reported as executive and registrant contributions in 2023 also are included as compensation in the appropriate columns of the Summary Compensation Table above, except as otherwise noted in this footnote (2) with respect to the RSUs awarded to Messrs. Umanoff and Murphy. The RSUs awarded to Messrs. Umanoff and Murphy during 2021, 2022, and 2023 are reported in the Stock Awards column of the Summary Compensation Table above for the year of grant (based on their respective grant date fair values), while in this Non-Qualified Deferred Compensation Table the units that became vested (or deemed vested for certain purposes during 2023 as a result of the retirement vesting provisions applicable to these awards) are reported as registrant contributions based on the closing price of EIX Common Stock on December 29, 2023 (the last NYSE trading day in 2023) and include dividend equivalents accrued as of December 31, 2023. All of the RSUs granted to Messrs. Umanoff and Murphy in 2023 became vested for certain purposes during 2023 as a result of the retirement vesting provisions applicable to these awards. In accordance with applicable SEC rules, these units are reflected in this table because, while the units are considered to have been vested for certain purposes at the end of 2023, they had not yet become payable. |

  142. Non-Qualified Deferred Compensation Table – Fiscal Year 2023

    | (3) Only the portion of earnings on deferred compensation that is considered to be at above-market rates under SEC rules is included as compensation in column (g) of the Summary Compensation Table above. |

  143. Non-Qualified Deferred Compensation Table – Fiscal Year 2023

    | (4) Distributions to Ms. Rigatti were made in accordance with plan terms pursuant to her 2014 termination of employment from Edison Mission Energy, an indirect wholly owned subsidiary of EIX that in 2014 had substantially all of its assets and liabilities discharged in bankruptcy or transferred to third parties. Distributions to Messrs. Powell and Murphy were made in accordance with plan terms pursuant to their in-service payment elections. The amounts reported in column (e) for Messrs. Umanoff and Murphy for RSUs reflect distributions in 2023 for restricted stock units granted in 2020 that are considered to have become vested for certain purposes but not payable prior to 2023 as a result of the retirement vesting provisions applicable to such awards. |

  144. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following plans provide benefits that may become payable to NEOs, depending on the circumstances surrounding their termination of employment with the Company. When listing the potential payments to the NEOs under the plans described below, it is assumed that the applicable triggering event (retirement or other termination of employment) occurred on December 31, 2023 and that the price per share of EIX Common Stock is equal to the closing price as of the last NYSE trading day in 2023.

  145. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table presents the estimated payments and benefits that would have been payable as of December 31, 2023 to the NEOs who were employed on that date by EIX or its subsidiaries, in the event of involuntary termination of employment without cause (severance), separation in connection with a change in control of the EIX (enhanced severance), and separation due to death or disability. The amounts reported in the table do not include benefits that would have been payable to the NEO if the triggering event had not occurred. .

  146. Potential Payments Upon Termination or Change in Control

    | | | Enhanced Change | | | | | in Control | Death/ | | | Severance | Severance(1) | Disability | | Name | ($) | ($) | ($) | | Pedro J. Pizarro | | | | | Lump sum cash | 3,290,000 | 9,870,000 | — | | Health care coverage(2) | — | — | — | | Retirement plan benefits(3) | 683,566 | 2,050,698 | — | | Equity acceleration(4) | 25,136,912 | 28,556,970 | 28,556,970 | | Reimbursable expenses(5) | 30,000 | 60,000 | — | | Survivor benefits | — | — | — | | Total: | 29,140,478 | 40,537,668 | 28,556,970 | | Maria Rigatti | | | | | Lump sum cash | 1,424,500 | 4,273,500 | — | | Health care coverage(2) | — | — | — | | Retirement plan benefits(3) | 304,194 | 912,583 | — | | Equity acceleration(4) | 6,301,190 | 6,301,190 | 6,301,190 | | Reimbursable expenses(5) | 30,000 | 60,000 | — | | Survivor benefits | — | — | — | | Total: | 8,059,884 | 11,547,273 | 6,301,190 | | Adam S. Umanoff | | | | | Lump sum cash | 1,215,000 | 3,645,000 | — | | Health care coverage | 17,909 | 26,864 | — | | Retirement plan benefits(3) | 236,932 | 710,951 | — | | Equity acceleration(4) | — | — | — | | Reimbursable expenses(5) | 30,000 | 60,000 | — | | Survivor benefits | — | — | — | | Total: | 1,499,841 | 4,442,815 | — | | Steven D. Powell | | | | | Lump sum cash | 1,322,750 | 3,968,250 | — | | Health care coverage | 20,112 | 30,169 | — | | Retirement plan benefits(3) | 114,406 | 343,219 | — | | Equity acceleration(4) | 4,065,922 | 4,764,612 | 4,764,612 | | Reimbursable expenses(5) | 30,000 | 60,000 | — | | Survivor benefits | — | — | — | | Total: | 5,553,190 | 9,166,250 | 4,764,612 | | J. Andrew Murphy | | | | | Lump sum cash | 850,000 | 1,700,000 | — | | Health care coverage | 17,909 | 26,864 | — | | Retirement plan benefits(3) | 164,465 | 328,774 | — | | Equity acceleration(4) | — | — | — | | Reimbursable expenses(5) | 30,000 | 40,000 | — | | Survivor benefits | — | — | — | | Total: | 1,062,374 | 2,095,638 | — |

  147. Potential Payments Upon Termination or Change in Control

    | (1) The benefits in the table for a hypothetical change-in-control severance would be in lieu of (not in addition to) the severance benefits as disclosed in the “Severance” column. |

  148. Potential Payments Upon Termination or Change in Control

    | (2) Mr. Pizarro and Ms. Rigatti would each have been eligible for retiree health care benefits due to retirement, regardless of eligibility to receive severance benefits. |

  149. Potential Payments Upon Termination or Change in Control

    | (3) The amounts reported for severance and change-in-control severance include the actuarial values of the additional years of age and service that would have been credited under the Executive Retirement Plan for the hypothetical severance and change-in-control severance. |

  150. Potential Payments Upon Termination or Change in Control

    | (4) The values shown for equity acceleration assume (only for purposes of illustration and not as an expectation or projection about the future) that the performance as of December 31, 2023 for outstanding performance shares will continue at the same level through the remainder of the respective performance periods: 2022 and 2023 TSR Performance shares will each have a payment multiplier of 2.00x; and 2022 and 2023 EPS Performance shares will each have a payment multiplier of 1.06x. The values shown also assume that equity awards would be continued following a change-in-control transaction. If equity awards were to be terminated in connection with a change-in-control transaction, triggering accelerated vesting of the awards in connection with the termination of the awards, then the same equity award acceleration value shown in the table above would have been triggered had such a change in control and termination of the awards occurred on December 31, 2023. In such circumstances, that equity acceleration value would not also be included in severance benefits for the NEO as the benefit would have already been provided in connection with the change in control. If Ms. Rigatti had received severance benefits as of December 31, 2023, her equity would have qualified for retirement vesting. The equity held by Messrs. Umanoff and Murphy would have vested due to retirement, regardless of eligibility to receive severance benefits. Disability ceased to be a trigger for equity acceleration beginning with 2021 grants, so the amounts in the column for Death/Disability only show the value upon death for equity acceleration. |

  151. Potential Payments Upon Termination or Change in Control

    | (5) Includes outplacement and educational assistance benefits. |

  152. Pay Versus Performance

    Pay Versus Performance This section has been included in this Proxy Statement pursuant to the SEC’s new pay versus performance (“PvP”) disclosure rules. The SEC has developed a new 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 the Compensation 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”).

  153. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  154. PAY VERSUS PERFORMANCE TABLE

    | | | | | | Value of Initial Fixed $100 | | | | | | | | Average | | Investment Based On: | | | | | | | | Summary | Average | | | | | | | Summary | | Compensation | Compensation | | | | | | | Compensation | Compensation | Table Total | Actually Paid to | | PHLX Utility | EIX Net | | | | Table Total | Actually | for Non-PEO | Non-PEO | EIX | Sector Index | Income(5) | EIX Core | | Year | for CEO(1)(2) | Paid to CEO(3) | NEOs(1)(2) | NEOs(3) | TSR(4) | TSR(4) | (Millions) | EPS(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $14,881,111 | $22,827,198 | $3,411,388 | $4,573,893 | $113.30 | $111.05 | $1,407 | $4.76 | | 2022 | $12,191,229 | $11,737,696 | $2,682,477 | $2,693,250 | $96.54 | $122.25 | $824 | $4.61 | | 2021 | $14,364,340 | $20,039,901 | $3,150,435 | $4,001,757 | $99.07 | $121.46 | $925 | $4.62 | | 2020 | $15,785,999 | $5,705,558 | $3,519,193 | $1,589,352 | $87.21 | $102.72 | $871 | $4.65 |

  155. PAY VERSUS PERFORMANCE TABLE

    | (1) Mr. Pizarro was our CEO for each of the four 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 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 Ms. Rigatti, Messrs. Umanoff and Powell, and Caroline Choi (who is still an EIX and SCE SVP). For 2023, our Non-PEO NEOs are Ms. Rigatti and Messrs. Umanoff, Powell, and Murphy. |

  156. PAY VERSUS PERFORMANCE TABLE

    | (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. |

  157. PAY VERSUS PERFORMANCE TABLE

    | (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: |

  158. PAY VERSUS PERFORMANCE TABLE

    | ■ | 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, |

  159. PAY VERSUS PERFORMANCE TABLE

    | ■ | 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), |

  160. PAY VERSUS PERFORMANCE TABLE

    | ■ | Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the SCT for the applicable year, |

  161. PAY VERSUS PERFORMANCE TABLE

    | ■ | 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, |

  162. PAY VERSUS PERFORMANCE TABLE

    | ■ | 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, |

  163. PAY VERSUS PERFORMANCE TABLE

    | ■ | 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), |

  164. PAY VERSUS PERFORMANCE TABLE

    | ■ | 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, |

  165. PAY VERSUS PERFORMANCE TABLE

    | ■ | 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), |

  166. PAY VERSUS PERFORMANCE 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), |

  167. PAY VERSUS PERFORMANCE TABLE

    | ■ | 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). |

  168. PAY VERSUS PERFORMANCE TABLE

    The table above reflects the CAP for our CEO and the average of the CAPs determined for the Non-PEO NEOs. The following table provides a reconciliation of the SCT Total to CAP for our CEO.

  169. PAY VERSUS PERFORMANCE TABLE

    | | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO | 2020 | 2021 | 2022 | 2023 | | Summary Compensation Table Total | $15,785,999 | $14,364,340 | $12,191,229 | $14,881,111 | | - Aggregate Change in Actuarial Present Value of Accumulated Pension Value Included in the SCT | $(5,387,582) | $(3,187,737) | $0 | $(2,494,851) | | + Pension Service Cost | $366,188 | $341,921 | $732,343 | $673,109 | | - 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) | | + 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 | | + 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 | | + 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 | | Compensation Actually Paid | $5,705,558 | $20,039,901 | $11,737,696 | $22,827,198 |

  170. PAY VERSUS PERFORMANCE TABLE

    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.

  171. PAY VERSUS PERFORMANCE TABLE

    | | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | 2020 | 2021 | 2022 | 2023 | | Summary Compensation Table Total | $3,519,193 | $3,150,435 | $2,682,477 | $3,411,388 | | - Aggregate Change in Actuarial Present Value of Accumulated Pension Value Included in the SCT | $(1,050,375) | $(598,406) | $(61,312) | $(599,130) | | + Pension Service Cost | $84,694 | $108,558 | $230,453 | $217,092 | | - 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) | | + 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 | | + 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 | | + 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 | | Compensation Actually Paid | $1,589,352 | $4,001,757 | $2,693,250 | $4,573,893 |

  172. PAY VERSUS PERFORMANCE TABLE

    | (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. |

  173. PAY VERSUS PERFORMANCE TABLE

    | (5) This column shows EIX’s GAAP net income for each fiscal year covered by the table. |

  174. PAY VERSUS PERFORMANCE 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. |