Adam S. Umanoff
EDISON INTERNATIONALAbout Adam S. Umanoff
- Executive Vice President, General Counsel and Corporate Secretary of Edison International; on February 7, 2025 he notified the company of his decision to retire effective July 4, 2025; the Board elected Chonda J. Nwamu as EVP and General Counsel effective April 9, 2025, with Mr. Umanoff continuing as EVP until retirement .
- 2024 corporate context: EIX reported 2024 core EPS of $4.93 vs. $4.76 in 2023 and approved a 2025 annual dividend rate of $3.31 (+6.1%) while reaffirming a 5–7% core EPS growth target for 2025–2028 . EIX’s five‑year pay-versus-performance table shows a 2024 total shareholder return (value of initial $100) of 131 (PHLX Utility Sector Index: 134), indicating broad alignment with the sector over the period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Edison International | EVP, General Counsel & Corporate Secretary | Not disclosed | Senior executive overseeing legal affairs and corporate governance; retiring July 4, 2025 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in reviewed filings | — | — | — |
Fixed Compensation
Multi-year compensation (SEC-reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary Paid ($) | 635,962 | 670,962 | 705,984 |
| Non-Equity Incentive (Cash Bonus) ($) | 569,856 | 611,820 | 716,656 |
| Stock Awards Grant-Date Fair Value ($) | 984,154 | 1,088,583 | 1,171,547 |
| Option Awards Grant-Date Fair Value ($) | 328,006 | 362,815 | 390,512 |
| All Other Compensation ($) | 18,300 | 19,800 | 20,700 |
| Total Compensation ($) | 2,856,454 | 3,062,528 | 3,257,393 |
Base salary and target bonus framework
- Annual base salary rate (effective mid-February of year): $675,000 (2023) ; $710,000 (2024) .
- Target annual incentive as % of salary: 80% (2023) ; increased by 5 percentage points for 2024 to 85% to align with market median for his position .
Performance Compensation
Annual incentive design and 2024 outcome
| Component | 2024 Plan Detail | 2024 Result |
|---|---|---|
| Corporate performance factor | Weighted safety/resiliency and operational/financial goals; EIX corporate factor determined from scoring matrix | 95% of target |
| Individual performance factor (Umanoff) | Committee assessment of “what” and “how” | 125% |
| Target as % of salary (Umanoff) | 85% (raised from 80% in 2023) | — |
| Payout (as % of salary / of target) | Calculated as Target% × Corporate × Individual | 101% of salary / 119% of target |
Long-term incentive mix and metrics
- 2024 LTI allocation: 25% TSR performance shares (relative TSR vs. PHLX Utility Sector Index), 25% EPS performance shares (core EPS vs. targets), 25% non-qualified stock options, 25% time-based RSUs .
- TSR payout curve: 0% (<25th percentile), 25% (25th), 100% (50th), 200% (≥75th), linear interpolation between points .
- EPS performance shares: annual core EPS multipliers averaged over 3-year performance period; below 80% of target = 0x; at 100% = 1.0x; at ≥120% = 2.0x .
- Vesting: options vest ratably over 3 years, 10-year term ; RSUs vest at 3 years ; performance shares vest at end of 3-year performance period .
2024 grants to Umanoff (grant date Mar 1, 2024)
| Award type | Threshold (#) | Target (#) | Maximum (#) | Exercise/Price | Grant-date fair value ($) |
|---|---|---|---|---|---|
| TSR Performance Shares | 1,244 | 4,976 | 9,952 | — | 390,516 |
| EPS Performance Shares | 1,467 | 5,868 | 11,736 | — | 390,515 |
| Stock Options | — | — | — | 66.55 | 390,512 |
| Restricted Stock Units | — | 5,868 | — | — | 390,515 |
Long-term incentive scale (as % of salary): Committee set Umanoff’s 2024 LTI target at 220% of base salary (up from 215% in 2023) to support retention and strengthen pay-for-performance linkage .
Historical performance share results (context)
- 2022 grant outcomes: TSR PS paid at 200% (EIX 3-year TSR ranked 79th percentile); EPS PS paid at 107% average multiplier for 2022–2024 .
Equity Ownership & Alignment
Beneficial ownership (as of March 6, 2025)
| Holding category | Amount |
|---|---|
| Options (exercisable within 60 days) | 360,616 |
| Common shares | 58,226 |
| Total beneficially owned shares | 418,842 |
| Shared voting (subset of common) | 5,467 |
| Ownership as % of outstanding | Each individual <1% |
Outstanding/unvested equity snapshot
- Unvested RSUs (selected awards): 2023 RSUs 10,327 ($824,496); 2024 RSUs 11,188 ($893,212), values at 12/31/2024 close .
- Option grants outstanding by vintage; vesting generally on 3-year schedules for 2021+ grants (see award-by-award listing in Outstanding Equity Awards Table) .
Trading and pledge controls; ownership guidelines
- Pledging and hedging prohibited for directors and executive officers; no short sales, derivatives, or margin purchases permitted under Insider Trading Policy .
- Stock ownership guideline for General Counsel: 3x base salary; all NEOs in compliance as of March 3, 2025 .
- Insider trading subject to window periods tied to quarterly earnings releases .
Insider selling/vesting activity (2024)
| Transaction | Quantity | Value realized ($) |
|---|---|---|
| Options exercised (shares) | 226,767 | 4,306,693 |
| Stock awards vested (shares) | 22,344 | 1,783,915 |
Deferred compensation and pensions (alignment/retirement readiness)
- Executive Deferred Compensation Plan balances (12/31/2024): EDCP account $4,208,503 (2024 earnings $172,731); RSU deferral sub-account $1,437,004 (2024 registrant contributions $483,343 and distributions $500,493) .
- Pension present values (12/31/2024): SCE Retirement Plan $255,236; Executive Retirement Plan $2,110,539 .
Employment Terms
Severance framework and change-in-control (CIC) economics
- No individual employment contract; coverage under EIX 2008 Executive Severance Plan (release required; includes confidentiality and non‑solicit undertakings) .
- Standard severance (no CIC): lump sum of 1× base salary + target annual incentive + pro‑rata current‑year target bonus + unpaid prior‑year target bonus (if forfeited due to timing), with retirement plan credits and vesting treatment as specified; outplacement up to $20,000 .
- CIC severance (double-trigger during the CIC window): cash multiple for certain senior officers historically 3× “Cash Severance” (salary + target bonus); effective Jan 1, 2025 reduced to 2.99×; outplacement up to $50,000; enhanced retirement credits; equity fully vests if awards not assumed/continued or upon qualifying termination (performance shares settled based on abbreviated performance) .
Estimated payables as of December 31, 2024
| Scenario | Lump sum cash ($) | Retirement plan increments ($) | Equity acceleration ($) | Reimbursable expenses ($) | Total ($) |
|---|---|---|---|---|---|
| Severance (no CIC) | 1,313,500 | 238,585 | — (retirement-eligible vesting) | 30,000 | 1,582,085 |
| Enhanced CIC severance | 3,940,500 | 715,612 | — (retirement-eligible vesting or continued/terminated per CIC rules) | 60,000 | 4,716,112 |
Additional governance terms
- Clawbacks: NYSE Rule 10D-1 compliant restatement clawback and separate misconduct recoupment provisions (apply to officers for awards granted on/after Jan 1, 2024) .
- Shareholder safeguard: EIX cannot adopt or amend arrangements for Section 16 officers with cash severance >2.99× salary+target bonus without seeking shareholder ratification (effective Jan 1, 2025) .
Investment Implications
- Alignment and controls: High weighting on safety/wildfire resiliency and balanced operational/financial metrics drove a 95% corporate performance factor in 2024, with Umanoff’s individual factor at 125%; compensation structure (TSR/EPS PSUs, options) ties realizable pay to shareholder outcomes; anti‑pledging/hedging, robust clawbacks, and 3× salary ownership guideline (in compliance) reduce misalignment risk .
- Near-term supply/demand from insider activity: In 2024 he exercised 226,767 options ($4.31M value realized) and had ~$1.78M value realized on vestings; while exercises do not necessarily equate to share sales, retirement eligibility means most equity vests on its schedule, limiting forced selling related to CIC acceleration; trading remains subject to window policies .
- Transition/retention risk: Retirement effective July 4, 2025 with successor GC in place April 9, 2025 mitigates continuity risk in legal leadership; severance economics are standardized (no contract), shareholder‑friendly CIC multiple cap at 2.99×, and strong say‑on‑pay support in 2024 (91.9%) underscores investor acceptance of the pay program .