James T. Morris
EDISON INTERNATIONALAbout James T. Morris
James T. Morris, age 65, has served as an independent director of Edison International since 2016. He chairs the Audit and Finance Committee and also serves on the Compensation and Executive Personnel Committee and the Pricing Committee. Morris brings 40 years of insurance-sector leadership as former Chairman, President and CEO of Pacific Life Insurance Company and holds a B.A. from UCLA. He is designated by EIX’s Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Life Insurance Company | Chairman, President & CEO | 2007–2022 | Led a Fortune 500 insurer; experience in strategy, risk, workforce and financial analysis cited as valuable to EIX’s Audit & Finance and Compensation committees |
| Pacific Mutual Holding Company | Director | 2007–2023 | Governance experience at the mutual holding company parent of Pacific Life |
| Pacific Select Fund & Pacific Funds Series Trust (Pacific Life mutual fund complex) | Chairman and Trustee | 2007–2022 | Oversight of fund complexes affiliated with Pacific Life |
| American Council of Life Insurers | Director and Chair | 2012–2013 | Led principal industry trade association |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Lincoln National Corporation (NYSE:LNC) | Director | March 2025–present | Public company board service (insurance sector) |
| Rady Children’s Hospital | Director | 2017–present | Non-profit pediatric hospital governance |
Board Governance
- Independence and financial expertise: The Board determined all directors except the CEO are independent; Morris is independent and qualifies as an “audit committee financial expert” under SEC rules.
- Committee assignments and chair roles: Audit and Finance (Chair); Compensation and Executive Personnel; Pricing. Audit & Finance held 7 meetings in 2024; Compensation & Executive Personnel 4; Pricing 0.
- Board leadership/structure: EIX has an independent Chair (Peter J. Taylor), and all key committees (Audit & Finance, Compensation, Nominating & Governance) are fully independent.
- Attendance and engagement: In 2024, directors on average attended 98% of Board and committee meetings; each director attended at least 90% and all attended the 2024 Annual Meeting.
- Stock ownership alignment: Director ownership guideline equals 5x annual Board retainer ($127,500) within five years; 100% of directors met the guideline as of year-end 2024.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board Cash Retainer | $127,500 | $31,875 quarterly |
| Audit & Finance Chair Retainer | $25,000 | $6,250 quarterly |
| Total Cash Paid (Morris) | $152,500 | Reflects Board retainer + Audit & Finance chair fee |
| Other Compensation (Morris) | $10,000 | Matching gifts (director charitable match program) |
Performance Compensation
| Component | 2024 Grant Value | Grant Mechanics | Performance Metrics |
|---|---|---|---|
| Annual Equity Award (Morris) | $177,540 | 2,496 shares of common stock or fully vested deferred stock units granted April 25, 2024 at $71.13 per share; director awards fully vested at grant; no stock options granted to directors since 2009 | None; director equity is not performance-based |
Notes:
- Directors may elect to receive equity as common stock and/or deferred stock units (DSUs); DSUs accrue dividend equivalents and are settled in EIX common stock pursuant to deferral elections.
- Directors can defer up to 100% of cash retainer into the Director Deferred Compensation Plan; deferred cash earns interest at a Moody’s Baa public utility bond yield benchmark.
Other Directorships & Interlocks
| Relationship | Detail | Relevance |
|---|---|---|
| Current public directorship | Lincoln National Corporation director (from March 2025) | Cross-industry (insurance) board role; no EIX-related party transactions reported |
| Private company overlap | Morris previously served as Director of Pacific Mutual Holding Company (2007–2023); EIX’s independent Chair Peter J. Taylor is a current Director of Pacific Mutual Holding Company | Network interlock (non-public company); EIX reports no related party transactions requiring disclosure |
Expertise & Qualifications
- Core expertise: Insurance sector CEO experience; strategic planning; risk management; workforce management; financial analysis.
- Financial expertise: Designated audit committee financial expert.
- Committees matched to skills: Chairs Audit & Finance; member of Compensation & Executive Personnel and Pricing committees.
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Beneficially owned common stock | 1,681 | As of March 6, 2025 |
| Deferred stock units (settleable within 60 days) | 2,374 | Eligible per prior deferral elections |
| Total beneficial ownership (SEC definition) | 4,055 | <1% of outstanding shares |
| Additional fully vested DSUs (not settleable within 60 days) | 20,048 | Counts toward ownership guideline but excluded from “beneficial” total by SEC rule |
| Ownership guideline compliance | 100% of directors met guideline (5x annual retainer within 5 years) | Applies to Morris; directors’ DSUs count toward guideline |
Pledging/Hedging: The Proxy describes insider trading policies and trading windows; it does not disclose any pledging by directors.
Governance Assessment
- Strengths
- Audit & Finance Chair with SEC-designated financial expert status supports robust financial reporting oversight.
- Clear independence, strong attendance culture, and independent committee structures enhance board effectiveness.
- Director pay design is balanced (cash + fully vested equity), with meaningful stock ownership requirements fully met across the board, aligning directors with shareholders.
- No related-party transactions requiring disclosure; mitigates conflict risk.
- Watch items
- Network interlock via prior service at Pacific Mutual Holding Company (with EIX Board Chair also a current director there) is a relationship to monitor, though no related party transactions are reported.
- Pricing Committee (of which Morris is a member) met 0 times in 2024; while routine for a financing-focused committee, continued oversight of capital formation flexibility remains important in a capital-intensive utility context.
- Investor confidence signals
- 91.9% Say‑on‑Pay support at 2024 Annual Meeting indicates broad shareholder support for EIX’s compensation governance framework.
RED FLAGS: None identified in the Proxy specific to Morris (no attendance shortfall disclosed; no related-party transactions; no pledging or option repricing; director equity fully vested and standard for the sector).