Steven D. Powell
EDISON INTERNATIONALAbout Steven D. Powell
Steven D. Powell is President and CEO of Southern California Edison (SCE), a subsidiary of Edison International, since December 2021; he previously served as SCE’s Executive Vice President, Operations (September 2019–December 2021). He is 46 years old as of February 20, 2025 . Under his operating leadership, SCE reported 2024 net income available for common stock of $1.619B on $17.55B of operating revenue, while Edison International delivered 2024 core EPS of $4.93 and raised the dividend 6.1% for the 21st consecutive year . 2024 “Say-on-Pay” support was 91.9% (reflecting broad shareholder alignment with executive pay design) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern California Edison (SCE) | President & CEO | Dec 2021–present | Leads safety, wildfire mitigation, grid investment, and reliability; accountable for SCE performance and regulatory strategy |
| Southern California Edison (SCE) | EVP, Operations | Sep 2019–Dec 2021 | Oversaw utility operations including system reliability, field operations, and operational excellence initiatives |
External Roles
- Not disclosed in the proxy statement or 10-K reviewed .
Fixed Compensation
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 650,000 | 707,500 | 763,689 |
| Target Annual Incentive ($) | N/A disclosed | N/A disclosed | 654,500 (85% of salary) |
| Annual Incentive Paid (Non-Equity Incentive) | 591,175 | 594,683 | 634,865 |
| Change in Pension Value & NQDC Earnings | 8,501 | 819,612 | 478,489 |
| All Other Compensation | 22,480 (incl. benefits) | 23,225 | 71,674 (incl. $46,063 security services and $4,911 charitable match) |
Notes:
- 2024 annual bonus mechanics: SCE corporate factor 97% of target; Powell’s individual factor set at 100% (CEO alignment), resulting in payout at 97% of target and 82% of salary .
Performance Compensation
Annual Incentive (EICP – 2024)
| Metric Category | Weight | Target | Actual | Payout Impact | Notes |
|---|---|---|---|---|---|
| Foundational (safety/compliance gate) | Gate | No deduction | No deduction | N/A | Adverse safety events can reduce/eliminate awards |
| Safety & Resiliency (SCE) | 55% | Mixed quantitative goals | Scored 46 | Contributed to 97% corporate factor | Safety emphasized amid wildfire risk; qualitative oversight by committee |
| Performance Mgmt & Operational Excellence (SCE) | 45% | Quantitative goals | Scored 51 | Contributed to 97% corporate factor | Customer service, reliability, operations |
| Corporate Performance Factor (SCE) | — | 100% | 97% | 97% | Committee did not exercise discretion |
| Individual Performance Factor (Powell) | — | 100% | 100% | 100% | Set at 100% for CEO alignment |
| Resulting Bonus % of Target | — | — | — | 97% of target; 82% of salary | Payout math per EICP |
Long-Term Incentives – Plan Design and 2024 Grants
| LTI Vehicle | Weight of LTI | 2024 Grant Detail | Vesting |
|---|---|---|---|
| Performance Shares (Relative TSR) | 25% of LTI value (half of PSUs) | Target 1,595 sh; Max 12,756 sh; Grant-date FV $500,545 | 3-year performance period; up to 200% payout; paid in stock |
| Performance Shares (Core EPS) | 25% of LTI value (half of PSUs) | Target 1,880 sh; Max 15,042 sh; Grant-date FV $500,523 | 3-year performance period; up to 200% payout; paid in stock |
| Stock Options | 25% of LTI value | 37,689 options @ $66.55; Grant-date FV $500,510 | 3 equal annual installments starting the Jan 2 following grant; 10-year term |
| Restricted Stock Units | 25% of LTI value | 7,521 RSUs; Grant-date FV $500,523 | Cliff vest on Jan 2 following the 3-year period; paid in stock |
Additional PSU context:
- Max payout 200% of target for both TSR and EPS PSUs .
- 2022 TSR PSUs vested at 200% based on 79th percentile TSR; EPS PSUs for 2022 also vested per plan; 2023–2024 performance cycles are in-flight .
Equity Ownership & Alignment
| Ownership / Awards | Detail |
|---|---|
| Beneficial Ownership (as of Mar 6, 2025) | 35,897 common shares; 211,631 options exercisable by May 5, 2025; total beneficial 247,528; <1% of class |
| Outstanding Unexercised Options (select grants) | Unexercisable: 37,689 (3/1/24, $66.55); 24,492 (3/1/23, $64.59); 12,884 (3/1/22, $63.65); 12,335 (3/1/21, $54.91); 2,409 (12/31/21, $68.25). Exercisable counts shown by grant for 2015–2021 (see proxy table) |
| Unvested/Unearned Stock (12/31/24) | RSUs not vested: 7,759 ($619,499). Unearned PSUs: 14,339 ($1,144,850) based on period-end stock price |
| 2024 Realizations | Exercised 6,852 options ($140,055 value realized) and 23,482 vested shares from awards ($1,840,939 realized) |
| Ownership Guidelines | SCE President & CEO must own 3x base salary; executives have 5 years to comply. All NEOs in compliance as of Mar 3, 2025 |
| Hedging / Pledging | Hedging, derivative trading, short sales prohibited; pledging prohibited for directors and executive officers |
| Sale Restrictions | Executives not at guideline may not sell “Acquired Stock” from LTI awards until guideline is met |
Implications for selling pressure:
- Multi-year options and RSUs vest on January 2 schedules; options vest annually in three tranches; RSUs cliff-vest after three years. As vesting tranches approach, potential incremental sell volume may occur, though pledge/hedge bans and ownership guidelines moderate sale flexibility .
Employment Terms
| Topic | Powell-Specific Terms |
|---|---|
| Employment Agreement | No individually negotiated employment contract; executives serve at the pleasure of the Board |
| Annual Cash Severance (No CIC) | Lump-sum cash $1,424,500; health coverage $22,694; retirement plan benefits $126,870; equity acceleration $5,149,236; outplacement up to $30,000; total illustrative $6,753,300 (as if 12/31/24 event) |
| Enhanced Severance (Double-Trigger CIC) | Lump-sum cash $4,273,500; health $34,041; retirement $380,537; equity acceleration $5,970,086; outplacement up to $60,000; total illustrative $10,718,164 (as if 12/31/24 event) |
| CIC Mechanics | Double-trigger for cash severance; equity generally continues unless not assumed; if not assumed or upon qualifying termination, full vest accrues with special settlement rules for PSUs (shortened period, cash settlement within 74 days) |
| Multiples Policy | From Jan 1, 2025, enhanced CIC cash multiple capped at 2.99x; shareholder ratification required for >2.99x cash severance for Section 16 officers |
| Tax Gross-ups | No excise tax gross-ups on CIC payments |
| Clawbacks | NYSE Rule 10D-1 compliant accounting restatement clawback; separate misconduct recoupment provisions (effective Jan 1, 2024) |
| Perquisites | Security services provided in 2024 given heightened risk environment; Powell’s disclosed amount $46,063 (included in “All Other”) |
Pension, Deferred Compensation, and Other Benefits
| Plan | Credited Service | Present Value at 12/31/24 |
|---|---|---|
| SCE Retirement Plan | 24.5 years | $388,738 |
| Executive Retirement Plan | 25 years | $2,554,687 |
Performance & Track Record (contextual to Powell’s SCE remit)
- Operating results and capital plan: SCE 2024 net income available to common $1.619B on $17.55B revenue; capex $5.7B in 2024; rate base year-end $45.7B; projected 2025–2028 capex $26.6–$31.5B .
- Safety and wildfire context: 2024 remained challenging with serious safety incidents (five SCE contractor fatalities); AB 1054 framework and safety certifications support financial resilience in event of wildfires .
- Eaton Fire (Jan 2025): Investigations ongoing; AB 1054 self-insurance ($1.0B for 2025) and Wildfire Insurance Fund protections apply; SCE maintained safety certification at time of event .
- Shareholder returns context: Edison International’s 2024 Pay vs Performance table shows 5-year TSR trajectory versus PHLX Utility sector and positive core EPS trend (Core EPS 2024: $4.93; 2023: $4.76) .
Compensation Structure Analysis (signals)
- Pay-for-performance integrity: 75% of LTI performance-based (50% PSUs, 25% options); annual plan weights safety/resiliency at 55% for SCE; corporate factor 97% with no discretionary override—suggests formulaic discipline and ESG-safety linkage .
- Risk safeguards: No hedging/pledging; robust clawbacks; double-trigger CIC; no CIC gross-ups; ownership guidelines with sale restrictions—reducing misalignment risk .
- Option vs RSU mix: Continued use of options preserves performance leverage but exposes realized value to stock volatility; proxy notes that 2025 wildfire-related price impact reduced intrinsic value of outstanding awards materially, a retention consideration .
- Severance economics: CIC multiples constrained (2.99x policy) and double-trigger structure; Powell’s modeled CIC package is equity-driven, aligning value with TSR/Core EPS outcomes at vesting .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 91.9% .
- Engagement: Company engaged holders representing >50% of shares; feedback supported compensation structure and new severance policy caps .
Investment Implications
- Alignment: High safety weighting in AIP and 75% performance-based LTI tie Powell’s pay to core operating execution (safety, resiliency, service) and long-term TSR/Core EPS—favorable for pay-for-performance investors .
- Retention/overhang: Significant unvested options/RSUs/PSUs vesting on near-term schedules could create episodic sale pressure; however, hedging/pledging bans, ownership requirements, and sale restrictions temper this risk .
- Risk management: AB 1054 structure (self-insurance and Wildfire Insurance Fund) plus safety certification presumptions mitigate catastrophic wildfire cost exposure; yet ongoing legal/regulatory determinations (e.g., Eaton Fire) remain execution risks under Powell’s remit .
- Governance quality: No employment contracts or gross-ups, mandatory double-trigger CIC, strong clawback regime, and high Say-on-Pay support signal investor-friendly practices that lower compensation governance risk .
Appendices
Summary Compensation (NEO, $)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 650,000 | 707,500 | 763,689 |
| Stock Awards | 1,145,681 | 1,394,348 | 1,501,591 |
| Option Awards | 381,882 | 464,761 | 500,510 |
| Non-Equity Incentive Comp | 591,175 | 594,683 | 634,865 |
| Pension/NQDC Change | 8,501 | 819,612 | 478,489 |
| All Other Compensation | 22,480 | 23,225 | 71,674 |
| Total | 2,799,719 | 4,004,129 | 3,950,818 |
2024 Grants of Plan-Based Awards (Units/Values)
| Award | Units/Terms | Grant-Date FV ($) |
|---|---|---|
| TSR Performance Shares (target/max) | 1,595 / 12,756 | 500,545 |
| EPS Performance Shares (target/max) | 1,880 / 15,042 | 500,523 |
| Stock Options | 37,689 @ $66.55 | 500,510 |
| RSUs | 7,521 | 500,523 |
| Annual Incentive Target | $654,500 | — |
Outstanding Equity (selected, 12/31/24)
| Grant | Exercisable | Unexercisable | Strike | Expiry |
|---|---|---|---|---|
| 3/1/2024 Options | — | 37,689 | $66.55 | 1/3/2034 |
| 3/1/2023 Options | 12,248 | 24,492 | $64.59 | 1/3/2033 |
| 3/1/2022 Options | 25,768 | 12,884 | $63.65 | 1/2/2032 |
| 3/1/2021 Options | 37,008 | 12,335 | $54.91 | 1/2/2031 |
| 12/31/2021 Options | 7,230 | 2,409 | $68.25 | 1/2/2031 |
| Earlier option grants | See proxy table | — | — | — |
| RSUs not vested | 7,759 ($619,499) | — | — | — |
| PSUs unearned | 14,339 ($1,144,850) | — | — | — |
Beneficial Ownership (as of March 6, 2025)
| Category | Shares/Units |
|---|---|
| Common Stock | 35,897 |
| Options (exercisable by May 5, 2025) | 211,631 |
| Total Beneficial Ownership | 247,528 |
| Percent of Class | <1% |
Pension Accruals (12/31/24)
| Plan | Credited Service | PV of Accumulated Benefit ($) |
|---|---|---|
| SCE Retirement Plan | 24.5 years | 388,738 |
| Executive Retirement Plan | 25 years | 2,554,687 |
2024 Realized Equity
| Transaction | Shares | Value Realized ($) |
|---|---|---|
| Options Exercised | 6,852 | 140,055 |
| Stock Vested (RSUs/PSUs) | 23,482 | 1,840,939 |