Carey A. Smith

About Carey A. Smith

Carey A. Smith (age 61) has served as an independent director of Edison International (EIX) since 2019. She is Chair, President, and CEO of Parsons Corporation and is a National Association of Corporate Directors-certified cybersecurity governance professional, bringing deep operational, safety, and cyber risk expertise to EIX’s board. Education: B.S. (Ohio Northern University), M.S. (Syracuse University), honorary doctorate (Ohio Northern University) .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation and Executive Personnel Committee (member) and Safety and Operations Committee (member); not identified as a committee chair .
• Independence: The Board determined all directors other than the CEO (Pedro J. Pizarro) are independent under NYSE rules; Smith is independent .
• Attendance and engagement: Board met 7 times in 2024; average Board/committee attendance was 98%, each director attended at least 90% of eligible meetings, and all directors attended the 2024 Annual Meeting .
• Board oversight context: The Safety and Operations Committee met 4 times in 2024 and oversees safety, wildfire, reliability, cyber/physical security, resiliency, and technology; the Compensation Committee met 4 times and oversees executive/director pay design, stock ownership guidelines, and talent/succession .
• Stock ownership guidelines: Directors must own 5x the annual Board retainer ($127,500) within five years; 100% of directors met the requirement as of end of 2024 .

Fixed Compensation

• Quarterly cash retainers (structure): Board Member $31,875; Committee Chair fees apply only when serving as chair (Audit $6,250; Compensation $5,000; Safety $5,000; Nominating $5,000); Smith is not shown as a chair in 2024 .
• Equity grant detail: On April 25, 2024, non-employee directors (including Smith) received 2,496 shares of EIX Common Stock or fully vested deferred stock units valued at $71.13 per share; directors have not received stock options since 2009 and none were outstanding at year-end 2024 .
• Deferral options and interest: Directors may defer up to 100% of cash compensation; deferred balances accrue interest equal to the average Moody’s Baa Public Utility Bond yield (60-month period ending Sept 1 of prior year); deferred stock units accrue dividend equivalents .

Performance Compensation

• No performance-based compensation is disclosed for non-employee directors. Annual director equity awards are fully vested when granted; EIX has not granted options to non-employee directors since 2009. Performance metrics (e.g., safety, wildfire, clean energy) apply to executive incentive plans, not to director pay .

Other Directorships & Interlocks

• Related-party exposure: The Nominating & Governance Committee annually reviews transactions with related persons; the proxy reports no transactions requiring disclosure under SEC rules—mitigating conflict concerns (including any with companies where Smith has roles) .
• Outside board service policy: EIX limits directors to four public boards; public company executives are limited to two public boards including their employer’s board. Smith’s EIX and Parsons seats are consistent with policy .

Expertise & Qualifications

• Public company CEO with safety-intensive operational leadership, strategic planning, and M&A/integration experience (Parsons; Honeywell; Lockheed) .
• Cybersecurity governance professional (NACD certification), aligned with Board oversight of cyber/physical security risk via the Safety & Operations Committee .
• Technology/engineering and critical infrastructure experience supporting oversight of grid modernization and resiliency .

Equity Ownership

• No stock options outstanding; the company has not granted options to directors since 2009 .
• Pledging/hedging: The proxy does not report any pledged shares by directors and references insider trading policies and trading windows for covered persons .

Governance Assessment

• Strengths:

  • Independent director with relevant safety and cybersecurity expertise; serves on Safety & Operations and Compensation committees—key levers for operational risk and pay alignment .
  • High board/committee attendance culture (98% average), executive sessions of independent directors, and independent Board Chair structure enhance oversight effectiveness .
  • Director pay mix is balanced (cash retainer plus fully vested equity), modest perquisites, and option-free structure—reduces risk incentives and aligns with shareholder norms .
  • Stock ownership guideline (5x retainer) with full compliance supports alignment; Smith holds common shares and a material DSU balance .

• Considerations/Watch items:

  • Safety oversight remains critical—SCE experienced “five contractor fatalities and too many injuries” in 2024; Smith’s role on Safety & Operations implies direct accountability in monitoring remediation and performance metrics .
  • External CEO role at Parsons: While no related-party transactions are reported, continued monitoring for any business dealings with EIX/SCE or lobbying alignment is prudent; EIX maintains robust related-party review processes .
  • Compensation governance signal: 2024 Say-on-Pay approval of 91.9% suggests investor support for pay structures overseen by the Compensation Committee on which Smith serves .

• Overall: Smith’s operational and cybersecurity credentials, independence, and committee placements are favorable for board effectiveness in EIX’s risk-heavy operating environment (wildfire, safety, cyber). The absence of related-party transactions and adherence to ownership guidelines support investor confidence, with safety performance remaining the key governance priority .