Caroline Choi
EDISON INTERNATIONALAbout Caroline Choi
Caroline Choi is Executive Vice President, Public Policy & Corporate Affairs at Edison International and Southern California Edison, overseeing Corporate Communications, Corporate Philanthropy, Government Relations and Public Affairs across national, state and local levels. She holds a BA in Government from Dartmouth College; age 56 as of February 20, 2025; and has served in senior corporate affairs roles at EIX/SCE since 2019 after joining SCE in 2012, previously leading regulatory and energy/environmental policy, and earlier serving at Progress Energy (now Duke Energy) in environmental strategy leadership . EIX performance context during her recent tenure includes rising revenues and EBITDA from FY 2023 to FY 2024, while long‑term incentive awards use relative TSR and Core EPS performance shares to align executive pay with shareholder outcomes .
EIX performance context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $16,338,000,000 | $17,599,000,000 |
| EBITDA (USD) | $5,971,000,000* | $6,395,000,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Edison International & SCE | EVP, Public Policy & Corporate Affairs | 2025–present | Leads enterprise policy, public affairs and communications; executive officer (NEO) |
| Edison International & SCE | SVP, Corporate Affairs & Public Policy | Feb 2024–2025 | Elevated corporate affairs scope across EIX and SCE |
| Edison International & SCE | SVP, Corporate Affairs | 2019–Feb 2024 | Led corporate affairs during expansion of safety/resiliency goals weighting in incentive plan |
| Southern California Edison | SVP, Regulatory Affairs | Prior to 2019 (joined SCE in 2012) | Directed regulatory engagement, policy and strategy |
| Southern California Edison | VP, Energy & Environmental Policy | Prior to SVP roles | Led energy/environmental policy analysis and agency engagement |
| Progress Energy (now Duke Energy) | Executive Director, Environmental Services & Strategy | Pre‑2012 | Led environmental permitting, compliance, and policy |
External Roles
| Organization | Role | Years | Focus |
|---|---|---|---|
| Smart Electric Power Alliance (SEPA) | Director | Ongoing | Clean energy and distributed resource deployment |
| Veloz | Chair of the Board | Ongoing | Accelerate EV adoption via public‑private collaboration |
| Electric Transportation Community Development Corporation | Member/Director | Ongoing | Electric transportation ecosystem development |
| National Forest Foundation | Director | Ongoing | Conservation and community engagement |
| Public Policy Institute of California | Statewide Leadership Council/Board involvement | Recent years | Public policy leadership (California) |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $496,623 | $519,623 | $540,484 |
| Stock Awards (grant date fair value, USD) | $564,215 | $606,876 | $631,267 |
| Option Awards (grant date fair value, USD) | $188,026 | $202,286 | $210,368 |
| Non‑Equity Incentive Plan Compensation (USD) | $334,835 | $349,479 | $351,990 |
| Change in Pension Value & Non‑Qualified Deferred Comp Earnings (USD) | $26,184 | $337,216 | $243,000 |
| All Other Compensation (USD) | $18,300 | $19,800 | $20,700 |
| Total Compensation (USD) | $1,628,183 | $2,035,280 | $1,997,809 |
Additional base salary and target bonus calibration:
- Base salary rate effective mid‑Feb 2024: $542,880; Annual Incentive Target % (EICP): 65% of salary; EIX corporate performance factor: 95%; Individual Performance Factor: 105% (Choi) .
Performance Compensation
EIX’s incentive architecture is heavily pay‑for‑performance, with annual safety/resiliency and operational metrics plus long‑term equity split evenly across TSR and Core EPS, alongside options and RSUs (each 25% of LTI value); in 2024, 75% of LTI grant value was performance‑based .
2024 Annual Incentive determination (EICP)
| Metric | Weighting / Structure | Target | Actual | Payout impact | Vesting/Payment |
|---|---|---|---|---|---|
| EIX Corporate Performance Factor | Sum of goal category scores | 100 | 95 | Applied to target bonus | Paid per EICP rules (employment at payout required) |
| Safety & Resiliency (EIX) | 50 target points | 50 | 39 | Reduces corporate factor | — |
| Performance Mgmt & Operational Excellence (EIX) | 50 target points | 50 | 56 | Increases corporate factor | — |
| Individual Performance Factor (Choi) | — | 100% | 105% | Aligns payout to contribution | — |
| Choi Target Bonus | % of salary | 65% | — | — | — |
| Choi Award as % of salary | Computed result | — | 65% | 100% of target | Paid per EICP |
2024 scoring matrices include quantitative safety, resiliency, cybersecurity, quality and financial targets (e.g., core earnings targets set and achieved), with only 11% qualitative weighting; EIX corporate factor = 95% of target; SCE corporate factor = 97% .
2024 Long‑Term Incentive awards (grant date: March 1, 2024; committee action: Feb 21, 2024)
| Instrument | Threshold | Target | Maximum | Units/Options | Exercise Price | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| TSR Performance Shares | 670 | 2,681 | 5,362 | — | — | $210,405 |
| EPS Performance Shares | 791 | 3,162 | 6,324 | — | — | $210,431 |
| Stock Options | — | — | — | 15,841 | $66.55/sh | $210,368 |
| Restricted Stock Units | — | — | — | 3,162 | — | $210,431 |
Key LTI structure and vesting mechanics:
- Performance shares: split 50/50 between relative TSR and Core EPS; 3‑year performance periods; maximum payout at 200% of target; for 2025 grants, EPS metric measured on core cumulative EPS and TSR period aligns to grant date .
- Options: vest in equal annual installments over 3 years for 2022–2024 grants; first tranche vests Jan 2 following grant; 4‑year vesting for pre‑2022 grants .
- RSUs: vest and pay on Jan 2 at the end of a 3‑year vesting period .
Equity Ownership & Alignment
Ownership, guidelines, and trading restrictions signal strong alignment and limited hedging/pledging risk.
Beneficial ownership (as of March 6, 2025)
| Holder | Deferred Stock Units | Options | Common Stock | Total Shares Beneficially Owned | % of Class |
|---|---|---|---|---|---|
| Caroline Choi | — | 169,297 | 29,472 | 198,769 | <1% |
Stock ownership guidelines and compliance:
- NEO guidelines: CEO 6x salary; CFO/GC 3x; SCE CEO 3x; EIX EVP/SVP 2x salary. All NEOs in compliance as of March 3, 2025. Officers cannot sell “Acquired Stock” below guideline; dividend reinvestment encouraged until compliance . Hedging, trading in derivatives, and pledging of company securities are prohibited for all directors and employees .
Outstanding equity awards (FY‑end 2024 snapshot)
| Category | Count | Valuation basis |
|---|---|---|
| RSUs – not vested | 3,262 units; $260,451 | Closing price 12/31/2024 |
| Performance shares – unearned/not vested (aggregate under plan) | 6,028 units; $481,283 | Closing price 12/31/2024 |
| Options – 2024 grant (unexercisable) | 15,841 @ $66.55 exercise | Expires 1/3/2034 |
| Options – 2023 grant (unexercisable) | 10,660 @ $64.59 | Expires 1/3/2033 |
| Options – 2022 grant (unexercisable) | 6,343 @ $63.65 | Expires 1/2/2032 |
| Options – 2021 grant (unexercisable) | 11,388 @ $54.91 | Expires 1/2/2031 |
2024 liquidity events:
- Options exercised: 10,004 shares; value realized $120,541 .
- Stock awards vested: 12,758 shares; value realized $992,928 .
Deferred compensation:
- EDCP contributions in 2024: $26,983; aggregate earnings $61,838; EDCP balance at year‑end $1,520,088 .
Pension benefits (present value at 12/31/2024):
- SCE Retirement Plan: $286,954; Executive Retirement Plan: $1,419,674 .
Employment Terms
Program features and severance/change‑in‑control economics for Choi:
- No employment contracts; base salaries are set versus market median; 2024 base salary increases calibrated mid‑Feb with EIX EVP/SVP roles; annual incentive targets expressed as % of salary and required employment at payout date .
- Clawbacks: incentive compensation recoupment for accounting restatements and separate misconduct‑related recoupment provisions .
- Severance plan cap: beginning 1/1/2025, cash severance exceeding 2.99x salary+target bonus for Section 16 officers requires shareholder ratification; enhanced change‑in‑control multiple reduced to 2.99x (from 3x) for certain senior officers (not applicable to Choi’s 2024 terms) .
- Choi enhanced change‑in‑control benefits (2024 construct): 2x cash severance; COBRA health benefits; 2 years of age/service credits under Executive Retirement Plan (for executives pre‑2022); outplacement up to $30,000 .
Estimated payments at 12/31/2024 (illustrative):
| Scenario | Lump Sum Cash | Health Care Coverage | Retirement Plan Benefits | Equity Acceleration | Reimbursable Expenses | Total |
|---|---|---|---|---|---|---|
| Severance (involuntary, no CIC) | $895,752 | — | $129,401 | $2,394,006 | $30,000 | $3,449,159 |
| Enhanced CIC Severance | $1,791,504 | — | $258,682 | $2,739,069 | $40,000 | $4,829,255 |
| Death | — | — | — | $2,739,069 | — | $2,739,069 |
Change‑in‑control equity treatment:
- Performance shares: performance period deemed to end day before CIC; vest/pay in cash within 74 days if payable; non‑payable terminate at CIC; RSUs generally continue vesting unless terminated under 409A rules, in which case fully vest .
Wildfire event impact to outstanding equity:
- January 7, 2025 fires materially reduced intrinsic value of NEO outstanding equity by ~75% between Jan 6 and Feb 28, 2025 (record date), assuming target performance for performance shares—potential retention and incentive implications acknowledged by the Committee .
Investment Implications
- Pay‑for‑performance alignment: Choi’s incentive mix is heavily performance‑based; 75% of LTI via TSR/Core EPS performance shares and stock options; annual plan weights safety/resiliency (50 target points at EIX) and operational excellence, directly tying compensation to execution on safety and financial targets .
- Ownership discipline and limited selling pressure: Prohibitions on hedging, derivatives, and pledging; strict ownership guidelines (EVP/SVP 2x salary) with sale restrictions until guideline compliance; Choi’s beneficial ownership is <1% of outstanding, with recent option exercises and RSU vesting representing standard liquidity rather than large discretionary selling .
- Retention and CIC economics: Choi’s severance multiple is lower (2x) than CEO/CFO/GC cohorts, moderating change‑in‑control cash risk; equity acceleration values are meaningful, but 2025 severance cap (2.99x) and double‑trigger equity terms reduce governance red flags .
- Event risk sensitivity: The January 2025 wildfire‑driven drawdown in equity award intrinsic value highlights sensitivity of executive equity to exogenous events; the Committee noted ongoing evaluation of compensation actions, a potential factor for pay outcomes and executive retention .
- Shareholder oversight signals: Strong say‑on‑pay support (91.9%) and 2025 program changes (EPS measurement and TSR timeline alignment; severance cap) indicate responsiveness to investor feedback and governance best practices .