Keith Trent
EDISON INTERNATIONALAbout Keith Trent
Independent Director at Edison International; age 65; director since 2018. Background includes senior utility operations, legal, safety, and strategic planning leadership at Duke Energy, with audit, compliance, and large workforce safety oversight experience; J.D. (University of Texas School of Law) and B.S. (Southern Methodist University). Serves as an audit committee financial expert and Board liaison to the Company’s cybersecurity oversight group, reflecting deep risk, audit, and cyber governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy Corporation | Executive Vice President, Grid Solutions & Regulated Utilities; General Counsel; earlier lead litigator | 2005–2015 (EVP/GC); 2002–2005 (lead litigator); practiced law 15 years prior | Oversaw long-term grid strategy, four regulated utilities’ financial operations, transmission, generation, HSE, internal audit, SOX processes, corporate strategy, government relations, technology initiatives; direct responsibility for safety and large workforce health |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Power Corporation (public) | Director; Chair, Health, Safety & Environment Committee | 2017–present | Chairs HSE; adds safety and operational risk expertise relevant to EIX’s Safety and Operations oversight |
| TRC Companies, Inc. (private) | Director | 2016–present | Engineering and services exposure; complements utility operations and safety expertise |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Trent is an independent director under NYSE rules and EIX guidelines .
- Committee assignments and chair roles: Member, Audit and Finance (financial expert); Member, Safety and Operations; not a committee chair .
- Audit expertise: Qualifies as an “audit committee financial expert” under SEC rules .
- Cybersecurity oversight: Serves as Board liaison to the management cybersecurity oversight group; attends meetings and reports to the Safety and Operations Committee .
- Attendance and engagement: Board met seven times in 2024 with independent director executive sessions at six; directors averaged 98% attendance, with each director at least 90%; all directors attended the 2024 Annual Meeting .
- Related-party/transactions: Nominating & Governance Committee reports no related-party transactions requiring disclosure; periodic reviews conducted and none identified for 2024 .
- Stock ownership guidelines: Directors must hold shares equal to 5x annual board retainer within five years; 100% of directors complied as of year-end 2024 .
Fixed Compensation
| Component | FY2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 127,500 |
| Meeting Fees | Not paid to directors (none) |
| Committee Chair Fees | 0 (not a chair) |
| Other (Director Matching Gifts) | 10,000 |
- Quarterly cash retainer schedule (for context): Board member $31,875; Audit & Finance Chair $6,250; Comp & Executive Personnel Chair $5,000; Safety & Operations Chair $5,000; Nominating & Governance Chair $5,000; Chair of the Board $23,125 .
Performance Compensation
| Grant | Grant Date | Type | Number of Shares/Units | Grant Date Value ($) | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual Director Equity Award | Apr 25, 2024 | Common Stock or Deferred Stock Units | 2,496 | 177,540 | Fully vested at grant | Directors could elect stock vs. DSUs; grant-date price $71.13 per share |
- Options: None outstanding; EIX has not granted stock options to non-employee directors since 2009 .
- Deferral: Directors may defer cash into the Director Deferred Compensation Plan; DSUs accrue dividend equivalents; deferrals earn interest at Moody’s Baa Public Utility bond yield 60-month average; unfunded plan .
- Performance metrics: Non-employee director equity awards are not tied to performance metrics; awards are fully vested at grant .
Director Compensation Mix (FY2024)
| Element | Amount ($) | Mix (%) |
|---|---|---|
| Cash | 127,500 | 40.5% |
| Equity | 177,540 | 56.4% |
| Other (Matching Gifts) | 10,000 | 3.2% |
| Total | 315,040 | 100.0% |
- Determination process: Board (with Comp Committee input and independent consultant Pay Governance) reviewed market data and chose not to increase director compensation in 2024 .
Other Directorships & Interlocks
| Company | Sector/Relationship to EIX | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Capital Power Corporation | Power generation (Canada); potential industry adjacency | Director; HSE Chair | No EIX-related party transactions disclosed; independence affirmed |
| TRC Companies | Engineering/consulting; could serve utilities | Director | No related-party transactions disclosed; independence affirmed |
Expertise & Qualifications
- Utility industry operations; strategic planning; legal; safety; audit and SOX oversight; internal audit and compliance leadership at Duke Energy .
- Audit committee financial expert designation; robust audit and financial literacy .
- Cyber and physical security oversight through Board liaison role and Safety & Operations Committee membership .
- Education: B.S. (Southern Methodist University); J.D. (University of Texas School of Law) .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Common Stock | 16,168 | Sole voting and investment power unless otherwise noted |
| Deferred Stock Units (settle-able within 60 days) | 716 | Counts toward director ownership guideline |
| Stock Options | 0 | None outstanding |
| Total Beneficially Owned | 16,884 | “Percent of Class” denoted “*” (less than 1%) |
| Ownership Guideline Compliance | Met | All directors complied with 5x retainer requirement as of YE2024 |
Governance Assessment
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Strengths
- Clear independence; no related-party transactions requiring disclosure; consistent with NYSE and EIX guidelines .
- Dual-risk governance roles: Audit & Finance financial expert plus Safety & Operations member; direct cybersecurity liaison enhances Board oversight of enterprise cyber risk .
- High engagement indicated by Board-wide attendance metrics (each ≥90%; average 98%) and annual meeting participation .
- Ownership alignment via fully vested annual equity grants and compliance with robust 5x retainer stock ownership guideline .
-
Watch Items/Red Flags
- External directorships at companies operating adjacent to utility operations (Capital Power; TRC Companies) warrant routine monitoring for potential transactions, though none were reported in 2024 .
- Director equity awards fully vested at grant (no performance link), standard for directors but provides less direct performance conditioning; mitigated by ownership guidelines .
-
Broader governance signals
- Strong investor support for executive pay framework (91.9% Say-on-Pay approval in 2024), indicating a constructive governance environment that supports Board credibility .
- Shareholder engagement with top holders (~60% outreach; >50% met) on governance/ESG; feedback funneled to the Board and Nominating & Governance Committee .
Overall, Trent’s profile strengthens Board effectiveness in audit, safety, and cybersecurity oversight, with solid independence and ownership alignment. Ongoing monitoring of external roles is advisable, though EIX reported no related-party transactions and confirmed independence.