Peter J. Taylor
EDISON INTERNATIONALAbout Peter J. Taylor
Peter J. Taylor, 66, is Independent Chair of the Board at Edison International (EIX) and has served as a director since 2011. He brings finance and public policy experience from senior roles at the University of California and 15 years in municipal investment banking; he holds a B.A. from UCLA and an M.A. from Claremont Graduate University . He has served as EIX’s Independent Chair since April 2022, a structure required by EIX’s Corporate Governance Guidelines, with defined duties including setting Board agendas with the CEO, leading executive sessions, overseeing board evaluations, and conducting the CEO performance review alongside the Compensation Committee . The Board has determined that all directors other than the CEO are independent under NYSE rules (confirmed February 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ECMC Foundation | President | 2014–2023 | Led a nonprofit focused on improving educational outcomes |
| University of California (system) | EVP & Chief Financial Officer | 2009–2014 | Responsible for risk management, accounting and financial reporting; helped launch “Be Smart About Safety” campaign across campuses |
| Lehman Brothers; Barclays Capital | Municipal finance investment banking | ~15 years prior to 2009 | Capital markets experience directly relevant to EIX’s infrastructure strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Western Asset Fund Complex (Capital Group) | Trustee | 2019–present | Fund complex; counted as an “other public board” in proxy footnote |
| 23andMe Holding Co. | Director | 2021–2024 | Former public company directorship |
| Pacific Mutual Holding Company | Director | 2016–present | Mutual company parent of Pacific Life |
| The Ralph M. Parsons Foundation | Director | 2015–present | Nonprofit governance |
| The Huntington | Board of Governors, Member | 2024–present | Cultural institution governance |
| California State University | Trustee | 2015–2021 | Chaired educational policy and finance committees |
Board Governance
- Independent Chair of the Board since April 2022 with defined responsibilities: leads Board meetings and executive sessions, sets agendas with the CEO, oversees annual Board evaluations, and conducts CEO performance review with the Compensation Committee .
- Committee assignments: Compensation and Executive Personnel; Nominating and Governance (member, not chair) .
- Independence: Board affirmed all directors except the CEO are independent; no relationships requiring independence reconsideration in 2024 (confirmed February 2025) .
- Attendance and engagement: Board met 7 times in 2024; directors averaged 98% attendance; each director attended at least 90% of eligible meetings; all directors attended the 2024 Annual Meeting; independent directors held executive sessions at 6 of 7 meetings .
- Shareholder engagement: Company engaged holders representing >50% of shares; topics included board composition, comp structure, severance, ESG; Nominating & Governance Committee reviewed feedback in Feb 2025 .
- Board/committee evaluations: questionnaires in 2023–2024 identified strengths and areas for improvement; third-party facilitator used in 2022 .
- Related party transactions: none requiring disclosure under SEC rules .
- Compensation Committee interlocks: none; no insider participation on the Committee in 2024 .
- ESG and safety oversight: Board/committees regularly review wildfire risk, safety, cybersecurity, reliability and affordability; Safety & Operations Committee monitors safety metrics and incidents; Board received external cybersecurity reviews in Dec 2024 .
- Hedging/pledging policy: directors/insiders prohibited from pledging EIX securities and short sales; margin purchases disallowed .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $220,000 | Comprised of Board member retainer $31,875/quarter ($127,500/yr) and additional Chair of the Board retainer $23,125/quarter ($92,500/yr), matching the aggregate cash paid to Taylor . |
| All Other Compensation | $10,000 | Company matching gifts under Director Matching Gift Program (up to $10,000/yr) . |
Quarterly cash retainer schedule for context:
- Board member: $31,875/quarter ($127,500 annualized) .
- Chair of the Board: $23,125/quarter ($92,500 annualized) .
Director compensation process: the Board sets director pay after Compensation Committee review with independent consultant Pay Governance; no increase to director compensation in 2024 .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual director equity | Apr 25, 2024 | 2,496 shares or DSUs | $177,500 | Fully vested at grant; DSUs accrue dividend equivalents; no stock options to directors since 2009 . |
| Supplemental Chair equity | Apr 25, 2024 | 1,300 shares | $92,500 | Fully vested at grant . |
| Total 2024 equity (Taylor) | Apr 25, 2024 | 3,796 shares | $270,009 | Per-share grant value $71.13; directors may elect stock or DSUs; DSUs deferred in Director Deferred Compensation Plan . |
Director Deferred Compensation Plan: directors may defer up to 100% of cash into the plan; cash deferrals accrue interest at the average Moody’s Baa Public Utility Bond yield (60-month look-back ending Sept 1 of prior year); DSUs automatically deferred and accrue dividend equivalents .
Note: Director equity awards are not performance-based; they are time-based and fully vested at grant .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Tenure | Interlock/Notes |
|---|---|---|---|---|
| Western Asset Fund Complex | Public fund complex | Trustee | 2019–present | Counts toward “other public boards” in proxy; no EIX related-party transactions disclosed . |
| 23andMe Holding Co. | Public | Director | 2021–2024 | Former public directorship . |
| Pacific Mutual Holding Company | Private mutual holding | Director | 2016–present | No related-party transactions disclosed . |
| The Ralph M. Parsons Foundation | Nonprofit | Director | 2015–present | — . |
| The Huntington | Nonprofit | Board of Governors Member | 2024–present | — . |
Compensation Committee interlocks/insider participation: none in 2024 .
Expertise & Qualifications
- Finance, capital markets, and public policy expertise; prior UC system CFO with direct responsibility for risk management, accounting and financial reporting .
- Municipal finance investment banking experience (Lehman/Barclays) relevant to grid investment strategy .
- Safety governance exposure via UC’s “Be Smart About Safety” campaign and broader oversight roles .
- Independent Chair since April 2022 with responsibilities that enhance board effectiveness and management oversight .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 32,372 | Percent of class: <1% (“*”) . |
| Deferred Stock Units | — | Additional DSUs disclosed for several directors; none listed for Taylor . |
| Options (Exercisable/Unexercisable) | — | Directors have no stock options outstanding; no director options since 2009 . |
| Pledged/Hedged | Not permitted | Insider policy prohibits pledging and short sales; also bars margin purchases by directors . |
| Ownership Guidelines | 5x annual board retainer within 5 years; 100% of directors in compliance as of end-2024 | Retainer currently $127,500; guidelines include DSUs . |
Governance Assessment
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Strengths/positive signals:
- Independent Chair structure with clearly defined oversight duties; Taylor has served in the role since April 2022 .
- Confirmed director independence and no related-party transactions requiring disclosure; monthly monitoring conducted; review completed Feb 2025 .
- Strong attendance and engagement: 98% average in 2024; all directors ≥90% and 100% Annual Meeting attendance; regular independent director executive sessions .
- Compensation oversight free of interlocks/insider participation; Say-on-Pay support of 91.9% in 2024 indicates broad shareholder alignment .
- Ownership alignment: mandatory 5x retainer stock ownership; 100% compliance; no pledging/hedging allowed .
- Use of an independent compensation consultant (Pay Governance) for director and executive compensation; no other services provided by the consultant .
- Active oversight of ESG, safety, wildfire risk, cybersecurity, reliability and affordability across Board and committees; external cybersecurity assessment received in Dec 2024 .
-
Watch items (context, not person-specific red flags):
- Elevated safety environment: five contractor fatalities in 2024; Board and Safety & Operations Committee intensified oversight of safety programs and incident mitigation .
- Wildfire risk remains a key enterprise priority; oversight spans multiple committees .
No director-specific red flags were disclosed regarding conflicts, related-party transactions, pledging, low attendance, or compensation anomalies for Mr. Taylor .