Timothy T. O’Toole
EDISON INTERNATIONALAbout Timothy T. O’Toole
Timothy T. O’Toole is 69 and has served as an independent director of Edison International since 2017. He chairs the Safety and Operations Committee and serves on the Audit and Finance Committee; he is designated an “audit committee financial expert” under SEC rules. O’Toole holds a B.A. from LaSalle University and a J.D. from the University of Pittsburgh School of Law, and brings public-company CEO experience and deep safety, risk, and crisis-management expertise from transportation and rail leadership roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FirstGroup plc | Chief Executive Officer | 2010–2018 | Led regulated, capital-intensive operations in UK and North America |
| London Underground | Managing Director | 2003–2009 | Led response to 2005 terrorist attacks; awarded CBE |
| Consolidated Rail Corporation (Conrail) | Senior roles including President & CEO | ~20-year career (dates not specified) | Large workforce, safety-critical operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Current public company boards | — | — | None (0) |
| FirstGroup plc | Director | 2009–2018 | Former public board service |
| CSX Corporation | Director | 2008–2017 | Former public board service |
| National Safety Council | Director | 2017–2023 | Safety leadership credential |
Board Governance
| Committee | Role | Meetings Held (2024) | Key Responsibilities |
|---|---|---|---|
| Safety and Operations | Chair | 4 | Oversight of safety culture/performance; wildfire risk; reliability/affordability; cyber/physical security; business resiliency; emergency response; technology; climate adaptation; San Onofre decommissioning |
| Audit and Finance | Member; Financial Expert | 7 | Oversight of auditor, financial reporting/internal controls, internal audit, ethics/compliance program |
- Independence: O’Toole is an independent director; EIX mandates fully independent membership on Audit, Compensation, and Nominating committees; no relationships required Board consideration for independence in 2024 .
- Attendance and engagement: Board met seven times in 2024 with executive sessions at six meetings; directors averaged 98% attendance, and each director attended at least 90% of eligible meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: EIX has an independent Chair (Peter J. Taylor) since April 2022, with defined duties supporting board effectiveness and independent oversight .
Fixed Compensation
Director Compensation – Fiscal Year 2024 (non-employee director)
| Item | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $147,500 |
| Stock Awards (grant-date fair value) | $177,540 |
| All Other Compensation (incl. matching gifts) | $5,000 |
| Total | $330,040 |
Quarterly cash retainers (2024)
| Role | Quarterly Amount (USD) | Annual Equivalent |
|---|---|---|
| Board Member | $31,875 | $127,500 |
| Safety & Operations Committee Chair | $5,000 | $20,000 |
| Meeting fees | Not paid | — |
Annual equity grant mechanics (2024)
| Grant Detail | Figure |
|---|---|
| Grant date (re-election) | April 25, 2024 |
| Shares/DSUs granted | 2,496 (each non-employee director, excluding supplemental Chair grant for Taylor) |
| Grant-date price per share | $71.13 |
| Grant-date value | $177,500 |
| Vesting | Fully vested on grant |
| Options | None; not granted to directors since 2009; no options outstanding |
- Determination process: Compensation set by Board with input from Compensation and Executive Personnel Committee and independent consultant Pay Governance; Board did not increase director compensation in 2024 .
Performance Compensation
| Performance Condition Type | Presence | Details |
|---|---|---|
| Performance-based equity (PSUs) for directors | None | Annual equity awards (common stock or DSUs) are fully vested when granted; no performance conditions |
| Stock options for directors | None | No options granted since 2009; none outstanding as of 12/31/2024 |
| Director bonus/meeting fees | None | No meeting fees; no bonus programs for directors disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None (0) |
| Prior public company boards | FirstGroup plc (2009–2018); CSX Corporation (2008–2017) |
| Safety nonprofit | National Safety Council (2017–2023) |
| Interlocks/conflicts | None disclosed in proxy; Nominating and Governance Committee reviews related-party transactions |
Expertise & Qualifications
- Public company CEO, extensive operations leadership in regulated transportation (FirstGroup; London Underground) with recognized crisis-management credentials (CBE) .
- Safety and risk management depth; chairing Safety and Operations aligns skills with EIX’s wildfire, reliability, and resilience oversight needs .
- Audit committee financial expert designation under SEC rules .
- Legal training (J.D.), supporting compliance and governance oversight .
Equity Ownership
Beneficial ownership as of March 6, 2025
| Component | Shares/Units |
|---|---|
| Deferred stock units (settleable within 60 days per elections) | 10,317 |
| Common stock | 5,000 |
| Total beneficially owned | 15,317 |
| Percent of class | <1% (“*”) |
- Deferred stock units count toward director stock ownership requirements .
- Directors may elect to defer cash compensation and equity into the Director Deferred Compensation Plan; DSUs accrue dividend equivalents; benefits are unfunded and depend on company solvency .
- No EIX stock options outstanding for non-employee directors .
Governance Assessment
- Strengths: Independent status; chair of Safety & Operations with domain expertise in safety/wildfire risks; audit financial expert; strong board attendance culture (98% average; ≥90% per director); independent Chair structure; transparent and modest director pay structure with no meeting fees or options; annual equity fully vested with ability to defer, supporting alignment through ownership .
- Potential watch items: Director equity lacks performance conditions (typical for boards, but reduces explicit pay-for-performance linkage for directors); numeric ownership guideline threshold not disclosed in proxy; mandatory retirement year for O’Toole is 2028, implying eventual board refresh planning .
- Conflicts/related-party exposure: No related-party relationships required Board independence consideration in 2024; Nominating and Governance Committee actively reviews independence and related-party transactions .