Pedro J. Pizarro
EDISON INTERNATIONALAbout Pedro J. Pizarro
Pedro J. Pizarro (age 59) is President and CEO of Edison International (since 2016) and a director since 2016; he holds an A.B. from Harvard University and a Ph.D. from Caltech . Under his tenure, EIX’s 3-year TSR for the 2022–2024 PSU cohort ranked at the 79th percentile (TSR PSUs paid 200%) and Core EPS performance averaged 1.07x target for the 2022 grant, indicating balanced long-term performance outcomes . EIX’s 2024 Say‑on‑Pay received 91.9% support, reflecting shareholder endorsement of pay design; annual incentives emphasize safety/resiliency (50% weighting at EIX) and core earnings . He serves as Pricing Committee Chair on the board; EIX uses an independent Board Chair structure to maintain oversight independence .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Edison International (EIX) | President & CEO | 2016–present | Brings industry leadership, safety/operations, cybersecurity/technology, resiliency, and strategic planning experience . |
| Southern California Edison (SCE) | President | 2014–2016 | Led regulated utility operations; experience in safety and operations . |
| Edison Mission Energy (EME) | President | 2011–2014 | Led EME until sale of principal assets; managed through difficult challenges . |
| EIX/SCE/EME | Various senior roles (EVP T&D/procurement/generation; SVP/VP Power Procurement; VP Strategy/BD) | 25-year career at EIX affiliates | Broad operational and strategic leadership across the enterprise . |
| McKinsey & Company | Senior Engagement Manager | Prior to joining EIX | Strategy and operations advisory background . |
External Roles
| Organization | Role | Years |
|---|---|---|
| 3M Company | Director | 2023–present |
| Edison Electric Institute | Director; Chair | 2016–present; Chair 2023–2024 |
| Electricity Subsector Coordinating Council (ESCC) | Co‑Chair; member | Co‑Chair 2023–present; member since 2016 |
| California Institute of Technology | Trustee | 2018–present |
| U.S. Secretary of Energy Advisory Board | Advisory Board member | 2019–2021 |
Fixed Compensation
Multi-year summary compensation (grant-date values per SEC rules; “Non-Equity Incentive Plan Compensation” reflects annual cash bonus paid).
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1,365,385 | $1,396,538 | $1,400,000 |
| Stock Awards (grant-date FV) | $6,576,144 | $6,825,189 | $6,982,599 |
| Option Awards (grant-date FV) | $2,192,006 | $2,275,001 | $2,327,506 |
| Non‑Equity Incentive Plan Compensation (Annual Bonus) | $1,960,470 | $1,849,365 | $1,795,500 |
| Change in Pension Value & NQDC Earnings | $68,924 | $2,505,218 | $1,225,053 |
| All Other Compensation | $28,300 | $29,800 | $78,913 |
| Total | $12,191,229 | $14,881,111 | $13,809,571 |
Notes:
- The company states it generally does not provide perquisites; it paid for certain security services for the CEO in 2024 given a heightened risk environment .
- No employment contracts; salaries are set vs market medians, with most pay “at risk” .
Performance Compensation
Annual Incentive (EICP) design and 2024 outcomes
- Target as % of salary (CEO): 135%; corporate performance factor: 95%; individual factor: 100%; payout = 128% of salary (95% of target) .
- EIX goal categories and scoring emphasize safety/resiliency and performance/operational excellence; foundation goals (safety/compliance) can reduce/eliminate awards .
| Item | 2024 Detail |
|---|---|
| CEO Target Bonus % of Salary | 135% |
| Corporate Performance Factor | 95% (EIX) |
| Individual Performance Factor | 100% (CEO) |
| Resulting CEO Bonus as % of Salary | 128% (95% of target) |
| Annual Goals Weighting (EIX) | Safety & Resiliency 50; Performance Mgmt & Operational Excellence 50 (total 100) |
| Actual Scores (EIX) | Safety & Resiliency 39; Performance Mgmt & Operational Excellence 56; Total 95 |
Select financial/safety goal details (illustrative from corporate matrices):
- EIX Core Earnings target/actual: $2,221MM target vs $2,233MM actual (score 26 vs 25 target weight) .
- SCE matrix included extensive safety/wildfire resiliency, cybersecurity, reliability, and clean energy transition metrics (higher weighting at SCE) .
Long-Term Incentive (LTI) structure and 2024 grants
- 2024 CEO LTI grant value: 665% of base salary; mix: 25% TSR PSUs, 25% EPS PSUs, 25% Stock Options, 25% RSUs; all awards settle in shares .
| 2024 Award (Grant 3/1/2024) | Threshold (#) | Target (#) | Max (#) | Exercise/Price | Grant-Date FV |
|---|---|---|---|---|---|
| TSR Performance Shares | 7,415 | 29,658 | 59,316 | — | $2,327,560 |
| EPS Performance Shares | 8,744 | 34,974 | 69,948 | — | $2,327,520 |
| Stock Options | — | — | — | 175,264 @ $66.55 | $2,327,506 |
| Restricted Stock Units | — | 34,974 | — | — | $2,327,520 |
Key plan mechanics and 2025 calibrations:
- TSR PSUs: relative TSR vs comparison group over 3 years; beginning 2025 grants, performance window aligns to grant date (starts March 1) .
- EPS PSUs: measured on Core EPS; 0x below 80% of target; 1.0x at 100%; 2.0x at ≥120%; beginning 2025, shifts to 3‑year core cumulative EPS .
- Committee emphasized that NEOs’ outstanding equity lost ~three‑fourths of intrinsic value from Jan 6 to Feb 28, 2025 following January wildfires (heightened retention focus) .
Realized/vested equity in 2024 and historic PSU outcomes
| 2024 Realizations | Amount |
|---|---|
| Options Exercised (Shares / Value) | 65,879 / $451,930 |
| Stock Awards Vested (Shares / Value) | 148,601 / $11,566,185 (includes 2022 PSUs and RSUs vesting) |
| Notable vesting dates | RSUs granted 2021 vested Jan 2, 2024; 2022 PSUs vested Dec 31, 2024 |
| PSU Cohort (Performance Period) | Metric | Outcome |
|---|---|---|
| 2022–2024 | Relative TSR | 79th percentile; payout 200% of target |
| 2022–2024 | Core EPS (annual multipliers averaged) | 2022: 1.00x; 2023: 1.18x; 2024: 1.03x; average 1.07x payout |
Equity Ownership & Alignment
| Ownership and policy | Detail |
|---|---|
| Beneficial Ownership (as of Mar 6, 2025) | Options: 2,599,512; Common Shares: 223,113; Total: 2,822,625; <1% of class . |
| Stock Ownership Guidelines (CEO) | 6x base salary requirement; counting outright shares, 401(k) shares, and time‑based RSUs (not options/PSUs until delivered); all NEOs in compliance as of Mar 3, 2025; dividend reinvestment expected if below guideline; sales of “Acquired Stock” restricted until guideline met . |
| Hedging/Pledging | Hedging and trading in derivatives prohibited; pledging of Company securities prohibited for directors and executive officers . |
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | No employment contracts; majority of pay is at-risk; no excise tax gross-ups . |
| Severance Plan (2008) | Eligibility requires release; includes confidentiality and non‑solicitation restrictions . |
| Severance (No CIC) – CEO (as of 12/31/2024) | Lump sum cash $3,290,000; Retirement plan benefits $703,603; Equity acceleration $27,043,256; Outplacement/expenses $30,000; Total $31,066,859 . |
| Enhanced Severance (CIC) – CEO (as of 12/31/2024) | Lump sum cash $9,870,000; Retirement plan benefits $2,110,807; Equity acceleration $30,860,331; Outplacement/expenses $60,000; Total $42,901,138 . |
| CIC mechanics (equity) | If not continued/assumed, or upon qualifying termination, equity vests; PSUs vest based on performance, with special rules for shortened periods and payment timing (cash within 74 days where applicable) . |
| Multiple and policy updates | Starting Jan 1, 2025, enhanced CIC cash multiple reduced to 2.99x; shareholder ratification required for cash severance >2.99x salary+target bonus . |
| Clawbacks and misconduct recoupment | NYSE Rule 10D‑1 compliant restatement clawback (effective Oct 2, 2023); separate misconduct recoupment from Jan 1, 2024 . |
| Perquisites | Generally none; company covered certain personal security services for CEO in 2024 given risk environment . |
| Retirement benefits (PVAB as of 12/31/2024) | SCE Retirement Plan: $826,926; Executive Retirement Plan: $16,608,906 . |
Board Governance
- Board service: Director since 2016; Pricing Committee Chair; also serves on the two‑member Pricing Committee (sets terms of EIX equity offerings) .
- Leadership structure: Independent Chair of the Board (Peter J. Taylor) since April 2022; EIX guidelines require an independent Chair; all standing committees are independent‑only, except the Pricing Committee .
- Independence and oversight: Board and committees composed predominantly of independent directors; regular independent director executive sessions; annual evaluations and succession planning .
- Say‑on‑Pay and engagement: 91.9% support in 2024; ongoing shareholder engagement on compensation and governance .
Compensation Structure Analysis
- Mix and risk: Approximately 89% of CEO 2024 target TDC was incentive‑based; 75% of 2024 LTI value was performance‑based (TSR/EPS PSUs + options), aligning outcomes to TSR, Core EPS, and stock price .
- Metric rigor and trends: 2024 corporate factor landed near target (95%) with heavy safety/resiliency weighting (50% at EIX), plus a foundation that can dock payouts for severe safety/compliance events; 2025 PSU calibrations shift TSR window to grant date and EPS to 3‑year cumulative, improving alignment and predictability .
- Clawbacks/behaviors: Robust clawback policy and strict hedging/pledging prohibitions reduce misalignment and risk-taking .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 91.9% .
- 2024–2025 program changes following engagement: Reduced CIC multiple to 2.99x; 2025 PSU methodology updates (cumulative EPS; TSR window alignment) .
Equity Ownership & Vesting Schedules (Insider Selling Pressure)
- 2024 vesting and option exercises: 148,601 shares vested ($11.57M value) and 65,879 options exercised ($0.45M value), including 2021 RSUs (vested Jan 2, 2024) and 2022 PSUs (vested Dec 31, 2024) .
- Transfer restrictions and guidelines: Officers below guideline may not sell “Acquired Stock”; all NEOs in compliance as of Mar 3, 2025, reducing forced-sale pressure; hedging/pledging banned .
Performance & Track Record
- Long‑term performance: 2022–2024 PSU outcomes show strong relative TSR (200% payout) and modestly above‑target Core EPS (1.07x), evidencing balanced execution on shareholder returns and earnings quality .
- 2025 wildfire context: Proxy highlights material equity value loss in outstanding awards from Jan 6 to Feb 28, 2025 (about three‑fourths of intrinsic value), with the Committee evaluating any advisable compensation actions in response to wildfires or claims/regulatory outcomes .
Compensation Committee Analysis
- Committee composition and independence: 2024 members were Vanessa C.L. Chang (Chair), James T. Morris, Carey A. Smith, Linda G. Stuntz, and Peter J. Taylor; no interlocks/insider participation under SEC rules .
- Consultants and benchmarking: Uses peer data and surveys (Willis Towers Watson) and targets market median; program reviewed for risk, with features (balanced metrics, caps, ownership guidelines, clawbacks) mitigating excessive risk-taking .
Investment Implications
- Alignment and incentive strength: High at‑risk mix and performance‑levered LTI (TSR, Core EPS, options) support alignment; historical PSU outcomes (TSR 200%, EPS 107%) suggest credible metric calibration and execution .
- Retention risk and potential comp actions: Significant wildfire‑related equity value compression in early 2025 heightens retention risk; the Committee signaled openness to evaluate compensation responses as events evolve, which may affect forward equity grant sizing/mix and, in turn, dilution or realized pay‐for‐performance optics .
- Event‑driven payouts: Enhanced CIC severance for the CEO (as‑of 12/31/24 estimate $42.9M) and double‑trigger equity acceleration could be a consideration in potential strategic transactions; reduction to a 2.99x cap and requirement for shareholder ratification on excess cash severance temper parachute risk .
- Governance mitigants: Independent Board Chair, strong Say‑on‑Pay (91.9%), clawbacks, and hedging/pledging prohibitions reduce governance red flags; pricing committee participation by CEO is balanced by independent board leadership and independent oversight elsewhere .
Overall: Compensation is heavily performance‑based with robust governance controls; near‑term retention dynamics (post‑wildfire) and any program recalibrations are key catalysts for realized pay, insider activity cadence, and prospective dilution/trading signals .