Jeanne Beliveau-Dunn
EDISON INTERNATIONALAbout Jeanne Beliveau-Dunn
Jeanne Beliveau-Dunn is an independent director of Edison International (EIX), age 65, serving since 2019. She is a technology executive with over 30 years of experience in large-scale infrastructure, cybersecurity, cloud, networking, and talent development; she is CEO/President of Claridad LLC (2018–present), and spent 22 years at Cisco in senior roles. Education: B.S. (discipline not disclosed). California resident; NACD Fellow. Committee memberships: Nominating & Governance; Safety & Operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Claridad LLC | CEO & President | 2018–present | Software/services focused on security, automation, IoT |
| Cisco Systems | Various senior roles including VP & GM, operations/strategy lead for services; Sr. Director product marketing; founded internet business solutions group | 1996–2018 | Built network ops/security teams, centers of excellence, learning/knowledge practices |
| IoT Talent Consortium (non-profit) | President | 2016–2018 | Workforce/talent development for IoT |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbus McKinnon | Director | 2020–present | Not disclosed |
| Xylem, Inc. | Director | 2017–present | Not disclosed |
| Crewdle | Director | 2022–present | Not disclosed |
| Sykes Enterprises | Director | 2021 | Not disclosed |
| National Association of Corporate Directors | Fellow | Not disclosed | Governance expertise designation |
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Independence | Board determined all directors other than CEO are independent under NYSE; Beliveau-Dunn listed as Independent | |
| Committees | Nominating & Governance (member); Safety & Operations (member) | |
| Nominating & Governance meetings | 6 in 2024; committee oversees board composition, independence reviews, ESG oversight, related-party transactions | |
| Safety & Operations meetings | 4 in 2024; oversight of safety, wildfire metrics, cyber/physical security, resilience, IT/OT | |
| Board attendance | 98% average Board/committee attendance; each director ≥90%; 100% Annual Meeting attendance; exec sessions at 6 of 7 Board meetings | |
| Chair structure | Independent Chair required by guidelines; Peter J. Taylor is Independent Chair since April 2022 |
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Fees earned in cash | 127,500 | Quarterly cash retainer of $31,875 per quarter for Board members (no meeting fees) |
| Stock awards (grant date fair value) | 177,540 | Standard annual equity grant value $177,500; per-share price $71.13; 2,496 shares/DSUs on April 25, 2024; fully vested |
| Change in pension value & non-qualified deferred comp earnings | — | Directors did not have above-market interest on deferred balances |
| All other compensation | 209 | Company matching gifts program up to $10,000 per year; meeting fees not paid |
| Options outstanding | 0 | Company has not granted options to non-employee directors since 2009 |
Quarterly Chair/Committee Chair cash retainers (for context):
| Role | Quarterly Cash Retainer ($) |
|---|---|
| Chair of the Board | 23,125 |
| Audit & Finance Chair | 6,250 |
| Compensation & Executive Personnel Chair | 5,000 |
| Safety & Operations Chair | 5,000 |
| Nominating & Governance Chair | 5,000 |
Determination of director pay and governance:
- Compensation decisions made by Board with input from Compensation & Executive Personnel Committee and independent consultant Pay Governance; no increase to director compensation for 2024 .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant Date Per-Share ($) | Aggregate Grant Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|---|
| Apr 25, 2024 | Common stock or fully vested Deferred Stock Units (DSUs) | 2,496 | 71.13 | 177,500 policy; 177,540 reported in table | Fully vested at grant | None; DSUs accrue dividend equivalents |
EIX Director Deferred Compensation Plan:
- Directors may defer up to 100% of cash compensation; DSUs automatically deferred; accrues interest at average monthly Moody’s Baa Public Utility Bond yield over 60 months ending Sept 1 of prior year; payments per Section 409A rules; unfunded plan .
Other Directorships & Interlocks
| Company | Sector | Role | Tenure | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Columbus McKinnon | Industrial | Director | 2020–present | No related-party transactions with EIX reported |
| Xylem, Inc. | Water tech | Director | 2017–present | No related-party transactions with EIX reported |
| Crewdle | Technology | Director | 2022–present | No related-party transactions with EIX reported |
| Sykes Enterprises | Business services | Director | 2021 | No related-party transactions with EIX reported |
Board service limits: EIX limits directors to four public company boards (two if a public company executive); Nominating & Governance annually reviews outside commitments .
Expertise & Qualifications
- Technology/cybersecurity/infrastructure leadership; workforce/talent management; ESG, compensation, financial review, acquisitions, risk/resiliency; brings California utility customer perspective to wildfire/regulatory oversight .
- Aligns with Safety & Operations oversight of cybersecurity and resilience .
Equity Ownership
| Category | Quantity | Within 60 days? | Notes |
|---|---|---|---|
| Deferred Stock Units (DSUs) countable within 60 days | — | No | Not countable under SEC rules due to prior settlement elections |
| Additional fully vested DSUs (not countable in 60 days) | 13,781 | No | Will be settled in EIX shares per elections; accrue dividend equivalents |
| Common stock shares | — | — | None reported as of Mar 6, 2025 |
| Stock options | — | — | None outstanding for non-employee directors |
| Shares subject to past stock awards (stock-settled units, performance shares, deferred shares; incl. dividend equivalents) | 17,070 | N/A | Historical cumulative awards under plan |
| Percent of class | <1% | — | Aggregate group ownership 1.2% (20 individuals) |
Ownership guidelines:
- Directors must own, within 5 years of initial election, EIX stock/derivatives (excluding options) equal to 5× annual Board retainer ($127,500); all directors met the requirement as of end of 2024; DSUs count toward compliance .
Hedging/pledging policy:
- Prohibits hedging, short sales, trading in derivatives; directors and executive officers may not pledge EIX securities; margin purchases prohibited; cashless option exercises allowed for employee options (not applicable to non-employee directors) .
Governance Assessment
- Independence and committee effectiveness: Beliveau-Dunn is independent and serves on Nominating & Governance (independence/ESG/related-party reviews) and Safety & Operations (cybersecurity, safety, wildfire metrics), aligning her technology/cyber expertise with EIX’s risk profile .
- Engagement: Board/committee attendance is robust (98% average; each director ≥90%; 100% Annual Meeting; frequent executive sessions), supporting active oversight .
- Pay structure: Director pay mix skews to equity (stock award $177,540 vs cash $127,500), with fully vested equity and DSUs; no options since 2009; no meeting fees; matching gifts modest ($209 for Beliveau-Dunn), suggesting standard utility governance practices and limited perquisites .
- Ownership alignment: Directors must meet 5× retainer ownership; DSUs count; all directors complied by end of 2024; hedging/pledging prohibited—positive alignment and risk controls .
- Conflicts/related-party: Nominating & Governance annually reviews related-party transactions; none required to be reported; no evident interlocks creating supplier/customer conflicts from disclosed external boards .
RED FLAGS
- None identified in proxy disclosures: no related-party transactions; strong attendance; prohibition on hedging/pledging; no option repricing and no director options outstanding .
Potential Watch Items
- Fully vested director equity awards have no performance conditions (typical for directors), but monitoring overall director equity levels and DSU settlement timing remains prudent; overhang and burn rate are actively managed by EIX with shareholder-approved plan limits .
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