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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Edison International

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LETTER TO SHAREHOLDERS

March 13, 2020

DEAR SHAREHOLDER:

On behalf of the Board of Directors, we are pleased to invite you to attend the Edison International and Southern California Edison Company Annual Meeting of Shareholders. The Annual Meeting will be held on Thursday, April 23, 2020, at 9:00 a.m., Pacific Time, at the SCE Energy Education Center, 6090 N. Irwindale Avenue, Irwindale, California 91702. Please note this is a new location for the 2020 Annual Meeting. The Proxy Statement contains important information about the business to be conducted at the Annual Meeting and the Board’s role in our corporate governance and executive compensation. We encourage you to read the Proxy Statement and vote your shares promptly, whether or not you plan to attend the Annual Meeting.

CLEAN ENERGY STRATEGY

The Proxy Statement includes an overview of the Company’s clean energy strategy and commitment to sustainability; in particular, the alignment of the Company’s strategy with California’s ambitious goals to combat climate change. In November 2019, the Company published “Pathway 2045,” a data-driven analysis of the steps California must take to meet its 2045 goals to clean our electricity grid and reach carbon neutrality. The paper concludes that decarbonization is achieved through powering 100% of retail sales with carbon-free electricity, electrifying transportation and buildings, and using low-carbon fuels for technologies that are not viable for electrification. We believe the Company’s clean energy strategy places us in a unique position to help California achieve carbon neutrality by 2045 through economywide electrification, and is consistent with limiting global warming to 1.5 degrees Celsius.

WILDFIRE RISK MITIGATION

In 2019, the Company worked closely with California’s leaders to support comprehensive wildfire legislation culminating in the passage of Assembly Bill 1054, which holds utilities accountable for mitigating wildfire risks and improves the regulatory framework for prudent wildfire operations and cost recovery. AB 1054 creates a statewide wildfire insurance fund while reasonably limiting liability for utilities acting prudently. Under AB 1054, SCE is required to submit a wildfire mitigation plan (“WMP”) to the California Public Utilities Commission annually for review and approval. Beginning in 2020, each WMP is required to cover a three-year period. SCE’s 2019 WMP outlined strategies, programs and activities to proactively mitigate the threat of ignitions caused by the electric system that could lead to wildfires.

The Company made significant investments to meet or exceed nearly all of our goals in the 2019 WMP, including measures to further harden SCE’s infrastructure intended to significantly reduce potential fire ignitions, bolster SCE’s situational awareness capabilities to more fully assess and respond to potential wildfire conditions, and enhance SCE’s operational practices to strengthen fire safety measures and system resiliency. SCE’s 2020-2022 WMP, recently filed with the California Public Utilities Commission, builds on the progress made on our 2019 WMP and lessons learned. Additional information related to our wildfire mitigation efforts, including the Board’s role in the oversight of wildfire risk, is included in the Proxy Statement.

2244 Walnut Grove Avenue
Rosemead, California 91770

WILLIAM P. SULLIVAN
Independent Chair

PEDRO J. PIZARRO
President and Chief Executive Officer

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2019 FINANCIAL PERFORMANCE

We are pleased to report that Edison International’s stock price increased approximately 33% in 2019 and the Board increased the annual dividend for the 16th consecutive year. The Company also reported strong core earnings (defined on page 40 of the Proxy Statement) of $4.70 per share for 2019, an increase from $4.15 per share a year ago. The increase was primarily due to the adoption of the 2018 General Rate Case final decision in 2019, higher Federal Energy Regulatory Commission revenue due to the settlement of SCE’s 2018 Formula Rate proceeding and rate base growth, and the timing of regulatory deferral and cost recovery of incremental wildfire insurance expenses. These increases were partially offset by higher wildfire mitigation costs not deferred as regulatory assets and the increase in shares outstanding primarily related to our equity offering in July 2019. In addition, the passage of AB 1054 resulted in the stabilization of our credit ratings. The Company raised $2.4 billion from equity issuances in 2019, which we used to fund a portion of SCE’s contribution to the wildfire insurance fund and support the increase in SCE’s CPUC-approved equity layer to 52%. The Board continues to actively monitor the Company’s financial performance and key risk management as we implement our clean energy strategy and address the impact of climate change and wildfires on our business. Additional information related to the Company’s financial performance is included in the Annual Report.

BOARD COMPOSITION AND OVERSIGHT

Shareholders will vote on whether to re-elect each of our directors. Since last year’s Annual Meeting, we elected Carey Smith to the Board, who brings strategic planning, operations and safety experience from her leadership roles at Parsons Corporation. She joins an independent, engaged and diverse Board that we believe has the appropriate mix of qualifications and experience to oversee the Company’s clean energy strategy, business and risks. The Proxy Statement highlights the Board’s qualifications and oversight in important areas such as safety, strategy, risk, wildfire, cybersecurity, environmental, social and governance (“ESG”), and compensation issues.

ACCOUNTABILITY TO STAKEHOLDERS

One of the Board’s primary functions is to represent the interests of the Company and its shareholders with a focus on long-term value, considering the interests of its stakeholders. As a regulated, investor-owned utility, the interests of our customers, employees, suppliers and communities are critical to the Company’s success and ability to provide sustainable, long-term value to shareholders. The Board’s accountability to our stakeholders is reflected in the discussion of the Board’s oversight of ESG and other issues in the Proxy Statement.

WILLIAM P. SULLIVAN Independent Chair Notice of Annual Meeting
April 22, 2021	PEDRO J. PIZARRO President and Chief Executive Officer Virtual Meeting Location:
9:00 a.m. Pacific Time	www.virtualshareholdermeeting.com/EIX2021

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NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERSLetter to Shareholders March 12, 2021 Dear Shareholder:			2244 Walnut Grove Avenue Rosemead, CA 91770
On behalf of the Board of Directors, we are pleased to invite you to attend the Edison International 2021 Annual Meeting of Shareholders on April 22, 2021 at 9:00 a.m. Pacific Time. Due to the COVID-19 pandemic, this year’s Annual Meeting will be held in a virtual-only format to protect the health and safety of our employees, customers, communities and shareholders. To attend, vote and submit questions during the Annual Meeting, please visit www.virtualshareholdermeeting.com/EIX2021 and enter the 16-digit control number on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. Online access to the webcast will begin approximately 15 minutes prior to the start of the Annual Meeting. The Proxy Statement contains important information about the business to be conducted at the Annual Meeting and the Board’s role in our corporate governance and executive compensation. We encourage you to read the Proxy Statement and vote your shares promptly, even if you plan to attend the Annual Meeting. For additional meeting or voting information, see page 87 of the Proxy Statement or visit our website at www.edison.com/annualmeeting. Addressing Climate Change Sustainability is core to our vision to lead the transformation of the electric power industry toward a clean energy future. The Proxy Statement includes an overview of our approach to climate change and the Board’s role in providing strategic direction to management. In 2020, we remained focused on our long-term objective to do our part to address the societal challenge of climate change. At our regulated utility, Southern California Edison (“SCE”), the Pathway 2045 whitepaper is a blueprint for how California can meet its ambitious carbon neutrality and GHG emission reduction goals in a cost-effective and affordable way for customers. SCE has received regulatory approval for over $800 million to support electric vehicles, including investing in electric charging infrastructure for light-, medium- and heavy-duty vehicles. SCE is also well on track to deliver 100% clean energy to customers by 2045 with approximately 43% of its power to customers delivered from carbon-free resources in 2020. Through our non-regulated competitive business, Edison Energy, we are helping customers globally meet their sustainability goals with 2.2 gigawatts of renewable purchased power in 2020 alone. Based in California, we know first-hand the devastating impacts of climate change in the form of severe weather events, prolonged drought and catastrophic wildfires and are focused on adapting our business. Since 2018, SCE has invested approximately $3 billion in system hardening, grid modernization and other wildfire mitigation efforts to reduce the threat of ignitions caused by the electric system that could lead to wildfires.		William P. Sullivan Independent Chair Pedro J. Pizarro President and Chief Executive Officer

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ITEMS TO BE VOTED ONLetter to Shareholders

The Board’s oversight of our clean energy strategy and supporting policies and actions enable us to be a catalyst for the transition to a clean energy economy that benefits our customers, communities and shareholders.

COVID-19 Response

We pressed forward on our clean energy strategy in the face of the unprecedented COVID-19 pandemic that affected the health and safety of millions of people and changed the way we live and do business. At the outset of the pandemic, federal and state authorities quickly identified electric service as a critical infrastructure sector, recognizing that we provide essential power to customers and communities working and learning from home. As described in the Proxy Statement, we immediately implemented health and safety protocols to protect our employees to enable them to provide safe and reliable electric service to our customers. To help mitigate the financial burdens of the pandemic, SCE suspended disconnections for customer nonpayment, waived late fees and facilitated rate reductions when necessary. In 2020, Edison International also made $2 million in charitable contributions through a combination of Company grants and employee donations to support our communities during the pandemic.

The Board has been actively engaged in overseeing our COVID-19 response, meeting virtually and more frequently in 2020 to focus on health and safety, customer affordability, supply chain needs and other business and financial impacts of the pandemic.

Diversity and Social Justice

Also in the midst of the pandemic, a wave of social justice protests for racial equity swept across the country, causing us to meet the moment and emphasize the importance of diversity, equity and inclusion in our workforce and communities. As discussed in the Proxy Statement, we advanced our longstanding commitment to these issues by taking a “listen, understand and act” approach to gather information, make new commitments and enhance transparency by disclosing detailed data on our workforce representation, pay equity and employee sentiment. The Board provided guidance to management during the development of these efforts and will continue to review the subsequent actions taken, feedback received and progress on these initiatives.

2020 Financial Performance

Edison International’s stock price was adversely impacted in 2020 by market volatility related to COVID-19, continuing wildfire risk and potential resulting financial and regulatory impacts. However, our stock price has started to recover from its low in March 2020, when widespread COVID-19 restrictions were implemented, reflecting our operational performance and continued investment to harden SCE’s grid and execute on our clean energy strategy to address climate change. Despite the challenges in 2020, we are pleased to report that, in December 2020, the Board approved an increase in the annual dividend for the 17th consecutive year. For 2020, we reported core earnings (defined on page 46 of the Proxy Statement) of $4.52 per share, compared to $4.70 per share in 2019. The decline in our 2020 core earnings per share was primarily due to an increase in shares outstanding related to the Company’s equity offerings. On an operational basis, our core earnings per share was higher than 2019 driven by strong performance at SCE.

Commitment to Our Stakeholders

As we look ahead, we remain committed to providing long-term, sustainable value to all stakeholders. We appreciate your confidence in the Board to ensure we conduct our business in a manner that considers the interests of the customers, communities, employees, shareholders and regulators who are critical to our success.

Thank you for your continued investment in Edison International.

William P. Sullivan	Pedro J. Pizarro
Independent Chair	President and Chief Executive Officer

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Notice of 2021 Annual Meeting of Shareholders

Meeting Information

Board RecommendationItems of Business
1	ELECTION OF DIRECTORSElection of Directors				11 Nominees		12 Nominees
	Jeanne Beliveau-Dunn						FORCarey A. Smith
	Michael C. Camuñez						FORLinda G. Stuntz
	Vanessa C. L.C.L. Chang						FORWilliam P. Sullivan
	James T. Morris						FORPeter J. Taylor
	Timothy T. O’Toole						FOR
	Kevin M. Payne		—				FORKeith Trent
	Pedro J. Pizarro						FOR
	Carey A. Smith						FOR
	Linda G. Stuntz						FOR
	William P. Sullivan						FOR
	Peter J. Taylor						FOR
	Keith Trent						FOR
2	RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM								FORRatification of the Independent Registered Public Accounting Firm
3	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION								FORAdvisory Vote to Approve Executive Compensation
4	SHAREHOLDER PROPOSAL REGARDING A SHAREHOLDER VOTE ON BYLAW AMENDMENTSApproval of the Edison International Employee Stock Purchase Plan
5						—		AGAINSTShareholder Proposal Regarding Proxy Access

EIX and SCE shareholdersShareholders may also vote on any other matters properly brought before the meeting.

Dated: March 13, 2020
For the BoardsBoard of Directors,

Alisa Do
Vice President and Corporate Secretary

March 12, 2021

Solicitation and Voting of Proxies
The Board of Directors is soliciting proxies from you for use at the Annual Meeting, or at any adjournment or postponement of the meeting. Proxies allow designated individuals to vote on your behalf at the Annual Meeting. Information on how to vote your proxy is included in the Proxy Statement.

MEETING INFORMATION*
	DATE Thursday, April 23, 2020
	TIME 9:00 a.m., Pacific Time
	LOCATION SCE Energy Education Center 6090 N. Irwindale Ave. Irwindale, California 91702
RECORD DATE Only shareholders atImportant Notice Regarding the closeAvailability of business on February 25, 2020 are entitled to receive notice of and to vote at the Annual Meeting. SOLICITATION OF PROXIES The EIX and SCE Boards of Directors are soliciting proxies from youProxy Materials for use at the Annual Meeting or at any adjournment or postponement of the meeting. Proxies allow designated individuals to voteBe Held on your behalf at the Annual Meeting. VOTING YOUR SHARES Vote your proxy via the Internet, by telephone, or by signing, dating and returning the Proxy Card if you received materials by mail. The deadline to vote by Internet or telephone is April 22, or April 21 for shares held in the Edison 401(k) Savings Plan.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON APRIL 23,2020:2021: The Proxy Statement and Annual Report are available atwww.edison.com/annualmeeting.Directions to the Annual Meeting and information on how to vote your proxy are included in the Proxy Statement.annualmeeting.

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2020In this Proxy Statement, the terms “EIX,” “the Company,” “we” and “our” refer to Edison International.

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OUR VISION AND STRATEGYOur Strategy and Sustainability

Our visionVision and Strategy

Edison International (“EIX”) is to lead the transformationone of the nation’s largest electric power industry, focusing on opportunities inutility holding companies, providing safe, clean and reliable energy efficient electrification, grid of the future and customer choice.energy services through its independent companies. EIX is advancing this vision by growing our business toward a clean energy future while adapting our infrastructure and operations to a new climate reality, striving for best-in-class operations, and providing superior value to our customers and shareholders. EIX’s primary operating business is SCE,the holding company of Southern California Edison Company (“SCE”), a rate-regulated electric utility that supplies electric energy to approximately 15 million people in a 50,000 square-mile area within Central, Coastal and Southern California. Together, the Company is focused on the following strategic priorities:EIX also owns Edison Energy, a global energy advisory company delivering comprehensive, data-driven energy solutions to commercial, institutional and industrial users to meet their cost, sustainability and risk goals.

●Growing our business toward a clean energy future ●Adapting our infrastructure and operations to a new climate reality ●Striving for best-in-class operations ●Providing superior value to our customers and shareholders		●Addressing wildfire risk ●Cleaning the power system ●Helping customers make cleaner energy choices ●Strengthening and modernizing the grid ●Achieving operational and service excellence

Our vision and strategy are intended to provide a foundation for long-term sustainable growth and value for our shareholders and other stakeholders. The Board’s role in the oversight of our strategy is described below under “Our Corporate Governance – Key Areas of Board and Committee Oversight.”

OUR SAFETY JOURNEY

Safety is the first of our core values. We are committed to creating and maintaining a safe environment for our employees, contractors, customers and the public. Over the past several years, we have increased the Company’s focus on safety oversight and accountability by developing a culture of safety ownership among our employees and contractors that empowers them to control their own safety, support their team members’ safety, and contribute to a safe work environment. We are also committed to upholding the highest levels of public safety. Expanding our wildfire mitigation, response, and recovery efforts by improving the resiliency and security of our grid has been a key focus area. In addition, we remain focused on our preparation for, and response to, other types of disasters and emergencies that can impact public safety and our operations.

The Board believes the safety of employees, contractors, customers and the public is essential to the Company’s values and success. The Board’s role in the oversight of safety is described below under “Our Corporate Governance – Key Areas of Board and Committee Oversight.”

OUR WILDFIRE MITIGATION

As discussed above in our Letter to Shareholders, the Company worked closely with California’s leaders to enact comprehensive wildfire legislation, Assembly Bill 1054, which requires SCE to submit a wildfire mitigation plan (“WMP”) to the California Public Utilities Commission annually for review and approval. Beginning in 2020, each WMP is required to cover a three-year period. The Company’s WMP includes strategies, programs and activities to mitigate the risk of utility infrastructure igniting catastrophic wildfires and address the challenges in high fire risk areas, which represent about 27% of the area we serve. The Company met or exceeded nearly all of our goals in the 2019 WMP.

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OUR CLEAN ENERGY STRATEGY

The Company is dedicated to keeping our communities safe and making our system stronger against the increasing threat of extreme conditions driven by climate change. We have made capital investments of approximately $750 million in grid hardening with covered conductor and current limiting fuses, enhanced operational practices to effectively address the findings of our accelerated inspections and remove hazard trees, and improved situational awareness by installing high definition cameras and micro weather stations throughout high fire risk areas. The 2020 WMP builds on this work to strengthen the resiliency of our infrastructure and continue to enhance our operational practices with additional technologies and risk-based modeling to reduce the risk of wildfires. This includes improvements to the implementation of Public Safety Power Shutoffs during severe weather events and under high fire potential conditions. SCE is engaged with our customers and communities, especially during these conditions, to support resiliency and closely coordinates with local emergency response agencies. Our Board has and will continue to provide active oversight of wildfire issues and overall wildfire risk mitigation, with a specific focus for the Board’s Safety and Operations Committee.

OUR COMMITMENT TO SUSTAINABILITY

Sustainability is integral to our vision to lead the transformation of the electric power industry, toward afocusing on opportunities in clean energy, future. efficient electrification, and the grid of the future enabling customers to make cleaner energy choices. Our strategy is to grow our core utility business, establish best-in-class operations and pursue growth beyond SCE to provide superior value to our customers and shareholders. We believe our strategy is aligned with the following key trends and stakeholder interests:

Sustainability

Sustainability is also coreintegral to our strategy, which is aligned with California’s ambitious, economywide goals to combat climate change. From how we manage our operations and engage with stakeholders to how we provide safe, reliable, affordable and clean power — we are committed to sustainability because the Company’s success is tied to the strength and health of the communities in which we operate in and serve. We believe the Company hashave a responsibility to our stakeholders to make a positive impact on society. As a result, we are implementingcontinue to implement our clean energy strategy to address broader societal challenges, such as climate change and wildfires. Our commitment to sustainability is reflected in the Company’sour environmental, social and governance (“ESG”) priorities and practices.practices described in our Sustainability Report.

OUR PRIORITY ESG TOPICS

In an effort to identify ESG topics that are fundamental toOur Sustainability Report also describes, and illustrates our progress on, our long-term success, the Company completed anpublic commitments to advance four priority ESG priority assessment in line with best practice in early 2018. The assessment, which included internalissues: (i) safety and external stakeholder perspectives, identified 19 priority topics, listed below. Many of the topics relate to our strategyhealth; (ii) diversity, equity and core operations, and the results complement the Company’s ongoing strategic planning efforts.

The Board’s role in overseeing these priorities is described below under “Our Corporate Governance – Key Areas of Board and Committee Oversight – ESG Oversight.”

OUR CLIMATE CHANGE OBJECTIVES

At the core of our strategy is a strong partnership with the state of California and other stakeholders to help California achieve its ambitious, science-based climate change goals. As a result, the Company’s climate change objectives are aligned with California’s policies to combatinclusion (“DEI”); (iii) climate change and limit global warming to 1.5 degrees Celsius. In 2017,greenhouse gas (“GHG”) emissions reduction; and (iv) transportation electrification. Our Sustainability Report is prepared in accordance with the Company underscored this commitment to fighting climate change by signing onGlobal Reporting Initiative (GRI) Standards Core option, including reference to the “We Are Still In” campaign in support ofGRI Electric Utility Sector Supplement. It includes disclosures referencing the Paris Climate Agreement.Sustainability Accounting Standards Board (SASB) Electric Utilities & Power Generators Standards, Task Force on Climate-related Financial Disclosures (TCFD) framework, and United Nations Sustainable Development Goals (SDGs).

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OUR CLEAN ENERGY STRATEGYOur Strategy and Sustainability

Safety and Health

Safety is the first of our core values. We are committed to creating and maintaining a safe environment for our employees, contractors, customers and the public. Over the past several years, we have increased our focus on safety oversight and accountability by developing a culture of safety ownership among our employees and contractors that empowers them to control their own safety, support their team members’ safety, and contribute to a safe work environment. We use employee safety culture assessments to measure our progress on our safety culture transformation every year, with a comprehensive external assessment every three years.

SCE leverages data and analytics, cause evaluations, and a risk-based safety program to systematically identify and mitigate key safety risks for employees, contractors and the public. These processes engage and incorporate feedback from all levels of the organization to improve safety performance in all areas with a focus on eliminating serious injuries and fatalities.

We are also committed to upholding the highest levels of public safety. Expanding our wildfire mitigation, response, and recovery efforts by improving the resiliency and security of SCE’s grid has been a key focus area. In addition, we remain focused on our preparation for, and response to, other types of disasters and emergencies that can impact public safety and our operations.

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Our Strategy and Sustainability

Diversity, Equity and Inclusion

We have been committed to diversity in our workforce and serving diverse communities for decades. This starts with our efforts to create a positive, equitable and inclusive work environment for all employees and build increased opportunities in the diverse communities we serve. Our focus was amplified in 2020 due to the COVID-19 pandemic and its disproportionate effects on underserved communities, as well as the nationwide social justice protests for racial equity. For several years, SCE has state-mandated objectivespublished diversity data based on EEO-1 categories on its website. In August 2020, we became one of the first S&P 500 companies to deliver 100% carbon-free powerpublish a report with detailed information on workforce representation, pay equity and employee sentiment data and the status of our supplier diversity and community investment programs (the “DEI Report”). The DEI Report was shared with our employees, shareholders and other stakeholders, and publicly posted on our website. Based on our findings, we made the additional commitments discussed below. In addition, we continue to work toward our long-term goal to achieve gender parity in senior operating roles by 2045,2030 in accordance with our Paradigm for Parity commitment. We also have annual corporate goals that base a portion of our annual performance incentives on DEI commitments and progress.

Climate Change and GHG Emissions

We are committed to do our part to address global climate change. SCE is working to meet one of the most aggressive carbon-free power targets in the U.S. utility industry. As a regulated utility with operations entirelynation while Edison Energy supports 15 of the Fortune 50 companies’ efforts to meet their climate goals in various states. More broadly, we are pushing to advance policies and innovation related to clean energy, electrification, and the power grid in the state of California and nationally. We hold leadership positions in industry and cross-sector climate-related groups and make strategic investments in start-ups to advance the clean energy market.

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Our Strategy and Sustainability

SCE operates within the state of California, which has some of the most ambitious climate change and environmental goals in the U.S. SCE operates under the following state-mandated renewable and carbon-free retail sales targets for delivered power:

SCE has already met its 2020 requirements and currently delivers approximately 48% carbon-free43% of its power to its customers.customers from carbon-free resources. Approximately 73%81% of this carbon-free electricity, or 35% of SCE’s total delivered power, comes from RPS-eligible resources. SCE has reduced GHG emissions from the power it delivers by 42% since 2005 and anticipates emissions will continue to decline in accordance with state law through 2045.

Beyond delivered power, the Company believes it has a responsibilitySCE is committed to help enable the state to achieve its broader, economywide GHG emissions reduction goals through electrification:

The Company’sIn recent years, SCE has published three thought leadership pieces on our website with in-depth analysis of the cross-sector collaboration, innovation and investments needed to reach California’s climate goals:

SCE’s analysis, and that of others, has shown an electric-led path to be among the most cost-effective wayaffordable ways to meet these goals. Over the past three years, the Company has published two thought leadership pieces with in-depth analysis of the cross-sector collaboration that we believe is needed to reach the state’s climate goals: the “Clean Power and Electrification Pathway: Realizing California’s Environmental Goals” (2017) and “Pathway to 2045” (2019). As the only investor-owned electric utility in California without a natural gas distribution business, SCE is in a unique position to lead and advance these objectives. SCE is

Transportation Electrification

We are investing in broadinfrastructure to expand electrification of theend-uses across our economy, including for electric vehicles and home, business, and industrial applications. To underscore our efforts, SCE has committed to long-range sustainability goals related to transportation sector while modernizing its grid to support new electric end-useselectrification:

We are actively involved in promoting transportation electrification through ongoing capital investments. SCE also partnersleadership positions with a variety of cross-sector coalitions to advance electrification in California and nationally.

OUR INCLUSIVE CULTURE

The Company’s workforce is made up of a broad array of cultures, ethnicities, genders, sexual orientations, generations and life experiences that reflect the communities we serve. An inclusive environment leverages the strengths that diversity brings. The Company’s commitment to strengthen our culture have been advanced through a focus on gender diversity and a culture of greaterinclusion. EIX joined over 100 other organizations that signedthe Paradigm for Parity, a public commitment to achieve gender parity in senior roles by 2030. In 2018, the Company signed the CEO Action for Diversity & Inclusion, the largest CEO-driven business commitment to advance diversity and inclusion within the workplace. In 2019, SCE earned a 100% rating and the designation of being a “Best Place to Work for LGBTQ Equality” by the Human Rights Campaign Foundation’s Corporate Equality Index. We also earned a spot on the Forbes Best Employers for Diversity 2020 list. Both awards are further acknowledgement of the Company’s ongoing commitment to diversity and inclusion.

OUR ESG DISCLOSURES

The Company publishes an annual sustainability report that reflects our sustainability strategy, performance andrelated metrics. Our 2018 report reflects the work we are doing to lead the transformation of our industry towarda clean energy future and to operate our business with excellence by focusing on customers, communities, and employees. The current report is available on our website atwww.edison.com/corpgov. We expect to publish our 2019 report by June 2020.

The Company was also an early adopter of the disclosure template developed by the Edison Electric Institute (“EEI”)Institute’s CEO Electric Transportation Task Force and the Electric Power Research Institute’s Fleet Electric Vehicle Infrastructure Board Working Group. We also support cross-sector collaboration efforts to electrify transportation through participation in collaboration with memberorganizations such as the Alliance for Transportation Electrification and the Zero Emission Transportation Association. We also hold strategic investments in companies focused on developing electric technologies and investors. The Company has disclosed data using the EEI template annually, including GHG emissionsservices, such as electric bus manufacturer Proterra and delivered power portfolio, since the template’s 2017 pilot.electric vehicle fleet charging company AMPLY Power.

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Our Board of Directors

The Board, acting upon the recommendation of the Nominating and Governance Committee, has nominated each of the current 11 directors for re-election to our Board. Our directors reflect the diversity of skills, backgrounds, gender, race, ethnicity and sexual orientation valued by our Board. The range of tenure on our Board brings a variety of perspectives to strategic, financial and operational deliberations.

	Name	Age	Director Since	Industry Experience	Diversity	Committee Membership				Other Public Boards	Mandatory Retirement
						AFC	CEPC	NGC	SOC
	Jeanne Beliveau-Dunn Independent	61	2019	Technology	White/ Female					2	2032
	Michael C. Camuñez Independent	52	2017	Law/ Government	Hispanic/ Male/LGBTQ					1*	2042
	Vanessa C. L. Chang Independent	68	2007	Accounting/ Real Estate	Asian/ Female					3*	2025
	James T. Morris Independent	61	2016	Insurance	White/ Male					1*	2032
	Timothy T. O’Toole Independent	65	2017	Transportation	White/ Male					0	2028
	Pedro J. Pizarro CEO	55	2016	Electric Utilities	Hispanic/ Male					0	N/A
	Carey A. Smith Independent	57	2019	Technology/ Engineering	White/ Female					1	2036
	Linda G. Stuntz Independent	66	2014	Law/Utility Regulation	White/ Female					0	2027
	William P. Sullivan Independent Chair	71	2015	Information Technology/ Biotechnology	White/ Male					1	2022
	Peter J. Taylor Independent	62	2011	Finance	African American/Male					1*	2031
	Keith Trent Independent	61	2018	Electric Utilities	White/ Male					1	2032

Key to Committees
AFC	Audit and Finance Committee	*	Includes the board of a fund complex registered as an investment company under Securities and Exchange Commission (“SEC”) rules		Member
CEPC	Compensation and Executive Personnel Committee				Chair
NGC	Nominating and Governance Committee			F	Financial Expert
SOC	Safety and Operations Committee

Independence	Diversity	Age	Tenure

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TableElection of Contents

ITEM 1: ELECTION OF DIRECTORSDirectors

OUR BOARD OF DIRECTORS

Our directors reflectExperience, Skills and Attributes on the diversity of ethnicity, gender, skills, backgrounds and qualifications valued by our Board. The range of tenure on our Board brings a variety of perspectives to strategic, financial and operational deliberations.

			Director Since	Industry Experience	Diversity	Committee Membership				Other Public Boards	Mandatory Retirement
	Name	Age				A&F	CEP	NCG	S&O
	Jeanne Beliveau-Dunn Independent	60	2019	Technology	White/ Female					2	2032
	Michael C. Camuñez Independent	51	2017	Law/ Government	Hispanic/ Male/LGBTQ					1*	2042
	Vanessa C. L. Chang Independent	67	2007	Accounting/ Real Estate	Asian/ Female					3*	2025
	James T. Morris Independent	60	2016	Insurance	White/ Male					1	2032
	Timothy T. O’Toole Independent	64	2017	Transportation	White/ Male					0	2028
	Kevin M. Payne SCE CEO SCE Board Only	59	2016	Electric Utilities	White/ Male					0	—
	Pedro J. Pizarro EIX CEO	54	2014**	Electric Utilities	Hispanic/ Male					0	—
	Carey A. Smith Independent	56	2019	Technology/ Engineering	White/ Female					0	2036
	Linda G. Stuntz Independent	65	2014	Law/Utility Regulation	White/ Female					1	2027
	William P. Sullivan EIX Chair Independent	70	2015	Information Technology/ Biotechnology	White/ Male					1	2022
	Peter J. Taylor Independent	61	2011	Finance	African American/ Male					1*	2031
	Keith Trent Independent	60	2018	Electric Utilities	White/ Male					1	2032

Key to Committees
A&F	Audit and Finance Committee		Member
CEP	Compensation and Executive Personnel Committee		Chair
NCG	Nominating/Corporate Governance Committee	F	Financial Expert
S&O	Safety and Operations Committee
*	Includes service on the board of a fund complex registered as an investment company under SEC rules
**	Mr. Pizarro has been a director of SCE since 2014 and a director of EIX since 2016

EIX BOARD CHARACTERISTICS

Independence	Diversity	Age	Tenure

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EXPERIENCE, SKILLS AND ATTRIBUTES ON THE BOARD

The Board believes our directors have the appropriate diversity of experience, skills and attributes to effectively oversee the Company’sour operations, risks and long-term strategy. The Nominating and Governance Committee reviews each director’scandidate’s qualifications when considering whether to nominate directors for election or re-election to the Board. Listed below are important areas of experience, skills and attributes represented on the Board.

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ITEMItem 1: ELECTION OF DIRECTORSElection of Directors

DIRECTOR BIOGRAPHICAL INFORMATIONDirector Biographical Information

A biography of each director describing his or her age as of this Proxy Statement, current Board committee service, business experience during the past five years and other relevant business experience is presented below. Each director also serves on the SCE Board. The biography includes the experience, qualifications, attributes and skills that led the Board to conclude that the nominee should serve as a director. While each nominee’s entire range of experience and skills is important, particular experience that contributes to the diversity and effectiveness of the Board is identified below.

		JEANNE BELIVEAU-DUNN PROFESSIONAL HIGHLIGHTSJeanne Beliveau-Dunn Ms. Beliveau-Dunn has been the chief executive officer and president of Claridad LLC, a digital and internet of things consulting company, since 2018. From 2007 to 2018, she was a vice president and general manager of Cisco systems, a global technology company. Ms. Beliveau-Dunn spent 22 years during significant growth at Cisco and managed the products and services business and operations. Additionally, she had the responsibility to build and operate centers of excellence, learning and knowledge, and innovation practices for scale. Prior to Cisco, Ms. Beliveau-Dunn ran business operations at Micronics computers and the secure systems product lines for Wang Laboratories. QUALIFICATIONS AND ATTRIBUTES Ms. Beliveau-Dunn has more than 30 years of experience as a technology executive and a transformational leader with experience in building and managing large scale infrastructure, cybersecurity, compute, cloud, networking, services and marketing operations, personnel management, and employee and leadership development. During her career, she built effective networking, digital and security solutions, including strategies for internet of things in smart cities and industrial and energy markets. Her experience managing a large workforce, building network operations and security teams, and building infrastructure and efficiency through technology and process is valuable to the Board’s and Safety and Operations Committee’s oversight of cyber threats facing the Company. She is also experienced in ESG matters, compensation, financial review, acquisitions, and risk and resiliency management, and is a National Association of Corporate Directors fellow. As a California resident, Ms. Beliveau-Dunn also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment. OTHER BOARD SERVICE Ms. Beliveau-Dunn is a director of Columbus McKinnon, an independent movement company in the industrial sector, and Xylem, Inc., a water technology company. EDUCATION Ms. Beliveau-Dunn is a graduate of the University of Massachusetts, Massachusetts Institute of Technology’s executive leadership program, and Harvard University’s accelerated master’s in business administration program for executives.
AGE 60
DIRECTOR SINCE 2019
BOARD COMMITTEESBoard Committees ●■Audit and Finance ●■Safety and Operations
OTHER PUBLIC COMPANY BOARDSDirector Since 2019 Other Public Company Boards ●■Columbus McKinnon ●■Xylem, Inc.

Professional Highlights
Ms. Beliveau-Dunn has been the chief executive officer and president of Claridad LLC, a digital and internet of things consulting company, since 2018. From 2007 to 2018, she was a vice president and general manager of Cisco systems, a global technology company. Ms. Beliveau-Dunn spent 22 years during significant growth at Cisco and managed the products and services business and operations. Additionally, she had the responsibility to build and operate centers of excellence, learning and knowledge, and innovation practices for scale. Prior to Cisco, Ms. Beliveau-Dunn ran business operations at Micronics computers and the secure systems product lines for Wang Laboratories.

Qualifications and Attributes
Ms. Beliveau-Dunn has more than 30 years of experience as a technology executive and a transformational leader with experience in building and managing large scale infrastructure, cybersecurity, compute, cloud, networking, services and marketing operations, personnel management, and employee and leadership development. During her career, she built effective networking, digital and security solutions, including strategies for internet of things in smart cities and industrial and energy markets. Her experience managing a large workforce, building network operations and security teams, and building infrastructure and efficiency through technology and process is valuable to the Board’s and Safety and Operations Committee’s oversight of cyber threats facing the Company. She is also experienced in ESG matters, compensation, financial review, acquisitions, and risk and resiliency management, and is a National Association of Corporate Directors fellow. As a California resident, Ms. Beliveau-Dunn also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment.

Other Board Service
Ms. Beliveau-Dunn is a director of Columbus McKinnon, an independent movement company in the industrial sector, and Xylem, Inc., a water technology company.

Education
Ms. Beliveau-Dunn is a graduate of the University of Massachusetts, Massachusetts Institute of Technology’s (“MIT’s”) executive leadership program, and Harvard University’s accelerated master’s in business administration program for executives.

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		MICHAELMichael C. CAMUÑEZ PROFESSIONAL HIGHLIGHTSCamuñez Mr. Camuñez has been the president and chief executive officer of Monarch Global Strategies, a binational strategic advisory firm to companies doing business in emerging economies, with an emphasis on Mexico, since 2013. He previously served as the U.S. assistant secretary of commerce at the International Trade Administration of the U.S. Department of Commerce, where he managed a global portfolio to help lead the U.S. government’s efforts to open new markets for U.S. goods and services. Mr. Camuñez also served as special counsel to the President in the Office of the White House Counsel and as special assistant to the President, where he helped manage senior appointments to President Obama’s cabinet. He is a former equity partner of O’Melveny & Myers LLP and Manatt, Phelps & Phillips LLP in Southern California and served as a senior policy advisor during the Clinton Administration. QUALIFICATIONS AND ATTRIBUTES Mr. Camuñez brings a broad government, legal, public policy, and public affairs background relevant to the Company’s business and strategy. He has deep experience advising boards and companies in regulated industries on corporate strategy, compliance, government relations, and business development. A nationally recognized Latino civic and business leader in California, Mr. Camuñez is deeply connected to the diverse communities served by SCE. His philanthropic work with organizations like the Packard Foundation has enabled him to focus on strategies related to climate change and conservation in California and globally, which complements the Company’s strategic mission. As a California resident, Mr. Camuñez also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment. OTHER BOARD SERVICE Mr. Camuñez is a director of four funds in the American Funds family of mutual funds, which are advised by the Capital Group and its subsidiaries. He is also a trustee of Stanford University and of the David and Lucile Packard Foundation. Mr. Camuñez is a director of several nonprofit organizations, including the Pacific Council on International Policy, the Center for Law and Social Policy and the U.S.-Mexico Business Association. EDUCATION Mr. Camuñez is a graduate of Harvard University and received his law degree with distinction from Stanford Law School.
AGE 51
DIRECTOR SINCE 2017
BOARD COMMITTEESBoard Committees ●■Audit and Finance ●■Nominating and Governance
OTHER PUBLIC COMPANY BOARDSDirector Since 2017 Other Public Company Boards ●■American Funds Family	Age 52

Professional Highlights

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Mr. Camuñez has been the president and chief executive officer of Monarch Global Strategies, a binational strategic advisory firm to companies doing business in emerging economies, with an emphasis on Mexico, since 2013. He previously served as the U.S. assistant secretary of commerce at the International Trade Administration of the U.S. Department of Commerce, where he managed a global portfolio to help lead the U.S. government’s efforts to open new markets for U.S. goods and services. Mr. Camuñez also served as special counsel to the President in the Office of the White House Counsel and as special assistant to the President, where he helped manage senior appointments to President Obama’s cabinet. He is a former equity partner of O’Melveny & Myers LLP and Manatt, Phelps & Phillips LLP in Southern California and served as a senior policy advisor during the Clinton Administration.

Qualifications and Attributes
Mr. Camuñez brings a broad government, legal, public policy, and public affairs background relevant to the Company’s business and strategy. He has deep experience advising boards and companies in regulated industries on corporate strategy, compliance, government relations, and business development. A nationally recognized Latino civic and business leader in California, Mr. Camuñez is deeply connected to the diverse communities served by SCE. His philanthropic work with organizations like the Packard Foundation has enabled him to focus on strategies related to climate change and conservation in California and globally, which complements the Company’s strategic mission. As a California resident, Mr. Camuñez also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment.

Other Board Service
Mr. Camuñez is a director of four funds in the American Funds family of mutual funds, which are advised by the Capital Group and its subsidiaries. He is also a trustee of Stanford University and of the David and Lucile Packard Foundation. Mr. Camuñez is a director of several private and nonprofit organizations, including Amplify Education, Inc., the Pacific Council on International Policy, the Center for Law and Social Policy and the U.S.-Mexico Business Association.

Education
Mr. Camuñez is a graduate of Harvard University and received his law degree with distinction from Stanford Law School.

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		VANESSAVanessa C.L. CHANG PROFESSIONAL HIGHLIGHTSChang Ms. Chang served as a director of EL & EL Investments, a private real estate investment business, from 1999 to 2018. She previously served as chief executive officer and president of ResolveItNow.com, an online dispute resolution service for high-volume, low-value claims, and senior vice president of Secured Capital Corporation, a real estate investment bank focused on origination and subsequent sales of commercial mortgage-backed securities. Prior to that, Ms. Chang had a 21-year career at the accounting firm KPMG Peat Marwick LLP, which included serving as the West Coast partner in charge of Corporate Finance. QUALIFICATIONS AND ATTRIBUTESBoard Committees Ms. Chang has extensive experience in accounting■Compensation and financial reporting, executive compensation, capital markets,Executive Personnel (Chair) ■Nominating and corporate governance matters acquired during her career and service on other public and private company boards. In addition to her board service, she actively monitors governance trends through her participation in the National Association of Corporate Directors, Women Corporate Directors and Women in Governance. Ms. Chang has developed considerable knowledge of the Company’s business, corporate history and governance during her 13 years of service on the Board. Her experience and commitment to independent oversight as a director enhance our Board’s effectiveness, and her leadership as Chair of the Compensation Committee and as a member of the Governance Committee continue to provide value to the Board.	OTHER BOARD SERVICE Ms. Chang is a director of Sykes Enterprises, Inc. and Transocean Ltd., and is a director or trustee of 17 funds advised by the Capital Group and its subsidiaries, of which nine are members of the American Funds family and eight are members of Capital Group’s Private Client Services. EDUCATION Ms. Chang is a graduate of the University of British Columbia and is an inactive Certified Public Accountant.
AGE 67
DIRECTOR SINCE Director Since 2007
BOARD COMMITTEESOther Public Company Boards ●Compensation (Chair) ●Governance
OTHER PUBLIC COMPANY BOARDS ●■American Funds Family ●■Sykes Enterprises, Incorporated ●■Transocean Ltd.

		JAMES T. MORRIS PROFESSIONAL HIGHLIGHTS Mr. Morris is the chairman, president and chief executive officer of Pacific Life Insurance Company, and of its parent companies Pacific Mutual Holding Company and Pacific LifeCorp. He has served as chief executive officer since 2007 and chairman since 2008, and served as president from 2007 to 2012 and again beginning in 2016. Mr. Morris has served in a variety of management positions since joining Pacific Life in 1982, including chief operating officer, executive vice president and chief insurance officer, and senior vice president, individual insurance. QUALIFICATIONS AND ATTRIBUTES Mr. Morris has significant business and chief executive leadership experience in a highly regulated industry and provides expertise on insurance issues that impact the Company. He brings strategic planning, risk management, workforce management and financial analysis experience from over 35 years of service at Pacific Life, which is particularly valuable to the Audit and Finance and Compensation Committees. Mr. Morris also provides the perspective of a Southern California resident and executive of a Fortune 500 business headquartered and doing business in the local markets served by SCE. OTHER BOARD SERVICE Mr. Morris is chairman of the board and a trustee of the Pacific Select Fund and the Pacific Funds Series Trust, members of the same mutual fund complex. He is a director and former chair of the American Council of Life Insurers, the nation’s principal life insurance company trade association, and previously served on the Life Insurance Marketing Research Association’s Strategic Marketing Issues Committee. Mr. Morris also serves as a director of the Children’s Hospital of Orange County and is chairman of the Pacific Life Foundation. EDUCATION Mr. Morris is a graduate of the University of California at Los Angeles.
AGE Age 60
DIRECTOR SINCE 2016
BOARD COMMITTEES ●Audit and Finance ●Compensation
OTHER PUBLIC COMPANY BOARDS ●Pacific Life Mutual Fund Complex

Professional Highlights
Ms. Chang served as a director of EL & EL Investments, a private real estate investment business, from 1999 to 2018. She previously served as chief executive officer and president of ResolveItNow.com, an online dispute resolution service for high-volume, low-value claims, and senior vice president of Secured Capital Corporation, a real estate investment bank focused on origination and subsequent sales of commercial mortgage-backed securities. Prior to that, Ms. Chang had a 21-year career at the accounting firm KPMG Peat Marwick LLP, which included serving as the West Coast partner in charge of Corporate Finance.

Qualifications and Attributes
Ms. Chang has extensive experience in accounting and financial reporting, executive compensation, capital markets, and corporate governance matters acquired during her career and service on other public and private company boards. In addition to her board service, she actively monitors governance trends through her participation in the National Association of Corporate Directors, Women Corporate Directors and Women in Governance. Ms. Chang has developed considerable knowledge of the Company’s business, corporate history and governance during her 14 years of service on the Board. Her experience and commitment to independent oversight as a director enhance our Board’s effectiveness, and her leadership as Chair of our Compensation and Executive Personnel Committee and as a member of our Nominating and Governance Committee continue to provide value to the Board.

Other Board Service
Ms. Chang is a director of Sykes Enterprises, Inc. and Transocean Ltd., and is a director or trustee of 17 funds advised by the Capital Group and its subsidiaries, of which nine are members of the American Funds family and eight are members of Capital Group’s Private Client Services.

Education
Ms. Chang is a graduate of the University of British Columbia and is an inactive Certified Public Accountant.

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		TIMOTHYJames T. O’TOOLE PROFESSIONAL HIGHLIGHTSMorris Mr. O’Toole served as the chief executive officer of First Group plc, a transportation company that provides rail and bus services in the United Kingdom and North America, from 2010 to 2018. He previously served as managing director of the London Underground, where he led the response to the 2005 terrorist bombing attacks for which he was awarded the honor of a Commander of the Most Excellent Order of the British Empire (CBE) from the Queen. Prior to his time at the London Underground, Mr. O’Toole served in various senior management roles during his 20 years of service at Consolidated Rail Corporation, including as president and chief executive officer. QUALIFICATIONS AND ATTRIBUTES Mr. O’Toole provides public company chief executive leadership experience in a regulated, capital intensive industry. His operational experience in safety, risk management and crisis management are particularly relevant to the oversight of our business and strategy and his leadership role as Chair of the Safety and Operations Committee. Mr. O’Toole brings extensive safety experience and has been recognized as a safety leader in both the United States and internationally. He has decades of direct management experience of a large workforce in industries where worker and public safety are critical. Mr. O’Toole’s perspective as a chief executive and public company director provides value to the Compensation Committee. OTHER BOARD SERVICE Mr. O’Toole is a director of the National Safety Council and previously served as a director of First Group plc and CSX Corporation. EDUCATION Mr. O’Toole is a graduate of La Salle University and received his law degree from the University of Pittsburgh.
AGE 64
DIRECTOR SINCE 2017
BOARD COMMITTEESBoard Committees ●■CompensationAudit and Finance ●■SafetyCompensation and Operations (Chair)Executive Personnel
OTHER PUBLIC COMPANY BOARDS ●None

		KEVIN M. PAYNE PROFESSIONAL HIGHLIGHTS Mr. Payne has been the CEO of SCE since 2016, and President since 2019. Prior to his current role, he held various leadership positions at SCE, including Senior Vice President of Customer Service for SCE from 2014 to 2016, Vice President of Engineering and Technical Services from 2011 to 2014, Vice President of Client Services Planning and Controls, Vice President of Information Technology and Business Integration, and Vice President of Enterprise Resource Planning. Prior to that he was a Director in the Renewable and Alternative Power and Major Customer Technical Support departments. Mr. Payne began his career with SCE in 1986 in the Engineering and Construction department managing power plant retrofit and other engineering projects. QUALIFICATIONS AND ATTRIBUTES Mr. Payne provides the SCE Board with in-depth knowledge of the Company’s business, experienced leadership, and an engineering background. He also brings senior executive, safety and operations, workforce management and strategic planning experience developed during his 33 years of service with SCE. Mr. Payne’s perspective as the leader of SCE’s clean energy strategy, safety culture and operational excellence efforts, and commitment to diversity and inclusion, are particularly valuable to the SCE Board. OTHER BOARD SERVICE Mr. Payne is a member of the management committee of the Edison Foundation Institute for Electric Innovation, which focuses on advancing the adoption and application of new technologies to strengthen and transform the power grid. EDUCATION Mr. Payne has a degree in mechanical engineering from the University of California, Berkeley, and is a registered professional engineer.
AGE 59
SCE DIRECTOR SINCE Since 2016
BOARD COMMITTEESOther Public Company Boards ●■NonePacific Life Mutual Fund Complex
OTHER PUBLIC COMPANY BOARDSAge ●61None

Professional Highlights

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Mr. Morris is the chairman, president and chief executive officer of Pacific Life Insurance Company, and of its parent companies Pacific Mutual Holding Company and Pacific LifeCorp. He has served as chief executive officer since 2007 and chairman since 2008, and served as president from 2007 to 2012 and again beginning in 2016. Mr. Morris has served in a variety of management positions since joining Pacific Life in 1982, including chief operating officer, executive vice president and chief insurance officer, and senior vice president, individual insurance.

Qualifications and Attributes
Mr. Morris has significant business and chief executive leadership experience in a highly regulated industry and provides expertise on insurance issues that impact the Company. He brings strategic planning, risk management, workforce management and financial analysis experience from over 35 years of service at Pacific Life, which is particularly valuable to our Audit and Finance and Compensation and Executive Personnel Committees. Mr. Morris also provides the perspective of a Southern California resident and executive of a Fortune 500 business headquartered and doing business in the local markets served by SCE.

Other Board Service
Mr. Morris is chairman of the board and a trustee of the Pacific Select Fund and the Pacific Funds Series Trust, members of the same mutual fund complex. He is a director and former chair of the American Council of Life Insurers, the nation’s principal life insurance company trade association, and previously served on the Life Insurance Marketing Research Association’s Strategic Marketing Issues Committee. Mr. Morris also serves as a director of the Children’s Hospital of Orange County and is chairman of the Pacific Life Foundation.

Education
Mr. Morris is a graduate of the University of California at Los Angeles.

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		PEDRO J. PIZARRO PROFESSIONAL HIGHLIGHTSTimothy T. O’Toole Mr. Pizarro has been the President and CEO of EIX since 2016. Prior to that, he served as President of SCE from 2014 to 2016. From 2011 to 2014, Mr. Pizarro served as President of EME, an indirect subsidiary of EIX that filed for bankruptcy in 2012 and emerged through a sale of its principal assets in 2014. He has held a wide range of other executive positions at the EIX companies since joining in 1999, including Executive Vice President responsible for SCE’s transmission and distribution system, power procurement and generation. Mr. Pizarro also previously served as Vice President and Senior Vice President of Power Procurement, and Vice President of Strategy and Business Development. Prior to his work at the EIX companies, Mr. Pizarro was a senior engagement manager with McKinsey & Company, providing management consulting services to energy, technology, engineering services, and banking clients. QUALIFICATIONS AND ATTRIBUTES Mr. Pizarro provides in-depth knowledge of the Company’s business, experienced industry leadership, safety and operations, workforce management, cybersecurity, business resiliency and strategic planning experience and background. His leadership and experience dealing with difficult challenges during the EME bankruptcy add value to the Board. Mr. Pizarro also brings the experience and perspective of a director of several electric industry associations. OTHER BOARD SERVICE Mr. Pizarro is a director of the Edison Electric Institute, where he also serves on the executive committee and as co-chair of the CEO task force on transportation electrification. He is also a director of the Electric Power Research Institute (“EPRI”) and will become chair of EPRI effective April 2020. Mr. Pizarro serves on the U.S. Secretary of Energy Advisory Board and is a member of the Electricity Subsector Coordinating Council, which coordinates with the federal government and electric power sector to prepare for, and respond to, national-level disasters and physical and cybersecurity threats to critical infrastructure. He is a member of the External Advisory Committee of the Massachusetts Institute of Technology’s Future of Storage study to consider key storage technologies for electricity systems that rely on variable renewable energy resources. Mr. Pizarro also serves as a member of the Board of Governors of Argonne National Laboratory and the Board of Trustees of the California Institute of Technology. EDUCATION Mr. Pizarro is a graduate of Harvard University and earned a Ph.D. in chemistry from the California Institute of Technology.
AGE 54
EIX DIRECTOR SINCE 2016
SCE DIRECTOR SINCE 2014
BOARD COMMITTEESCommittees ●■Compensation and Executive Personnel ■Safety and Operations (Chair)	Director Since 2017 Other Public Company Boards ■None
OTHER PUBLIC COMPANY BOARDSAge ●None

Professional Highlights
Mr. O’Toole served as the chief executive officer of First Group plc, a transportation company that provides rail and bus services in the United Kingdom and North America, from 2010 to 2018. He previously served as managing director of the London Underground, where he led the response to the 2005 terrorist bombing attacks for which he was awarded the honor of a Commander of the Most Excellent Order of the British Empire (CBE) from the Queen. Prior to his time at the London Underground, Mr. O’Toole served in various senior management roles during his 20 years of service at Consolidated Rail Corporation, including as president and chief executive officer.

Qualifications and Attributes
Mr. O’Toole provides public company chief executive leadership experience in a regulated, capital intensive industry. His operational experience in safety, risk management and crisis management are particularly relevant to the oversight of our business and strategy and his leadership role as Chair of the Safety and Operations Committee. Mr. O’Toole brings extensive safety experience and has been recognized as a safety leader in both the United States and internationally. He has decades of direct management experience of a large workforce in industries where worker and public safety are critical. Mr. O’Toole’s perspective as a chief executive and public company director provides value to our Compensation and Executive Personnel Committee.

Other Board Service
Mr. O’Toole is a director of the National Safety Council and previously served as a director of First Group plc and CSX Corporation.

Education
Mr. O’Toole is a graduate of La Salle University and received his law degree from the University of Pittsburgh.

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		CAREY A. SMITH PROFESSIONAL HIGHLIGHTSPedro J. Pizarro Ms. Smith serves as president and chief operating officer of Parsons Corporation, a disruptive technology provider for global defense, intelligence and critical infrastructure markets. She has served as president since November 2019 and as chief operating officer since 2018. From 2016 to 2018, Ms. Smith served as president of Parsons’ Federal Solutions business. Before joining Parsons, she served in progressive leadership roles at Honeywell International Inc. from 2011 to 2016, including president of the Defense and Space business unit, vice president of Honeywell Aerospace Customer and Product Support, and president of Honeywell Technology Solutions, Inc. Prior to joining Honeywell, Ms. Smith served in several leadership roles at Lockheed Martin Corporation from 1985 to 2011. QUALIFICATIONS AND ATTRIBUTES Ms. Smith is responsible for strategy, growth and execution at Parsons, which was headquartered in Southern California until 2019 and continues to have key programs throughout the state. Her strategic planning role and understanding of the impact of California’s regulatory landscape on SCE’s business customers contribute to the Board’s effective oversight of key issues confronting the electric utility industry. Ms. Smith’s operational experience in safety-intensive environments provides an important perspective to the Board and its Safety and Operations Committee. She brings a strong background in cybersecurity through her aerospace and defense industry experience and is a certified cybersecurity governance professional by the National Association of Corporate Directors. OTHER BOARD SERVICE Ms. Smith is a director and vice chair of the Professional Services Council and previously served as a director of NN, Inc. EDUCATION Ms. Smith holds a bachelor’s degree in electrical engineering from Ohio Northern University and a master’s degree in electrical engineering from Syracuse University. In 2018, she received an honorary doctorate degree from Ohio Northern University for her contributions to the university and the field of engineering.
AGE 56
DIRECTOR SINCE 2019
BOARD COMMITTEESCommittees ●■CompensationNone ●Safety and Operations
OTHER PUBLIC COMPANY BOARDSDirector Since 2016 Other Public Company Boards ●■None	Age 55

Professional Highlights

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Mr. Pizarro has been the President and CEO of EIX since 2016. Prior to that, he served as President of SCE from 2014 to 2016. From 2011 to 2014, Mr. Pizarro served as President of Edison Mission Energy (“EME”), an indirect subsidiary of EIX that filed for bankruptcy in 2012 and emerged through a sale of its principal assets in 2014. He has held a wide range of other executive positions at the EIX companies since joining in 1999, including Executive Vice President responsible for SCE’s transmission and distribution system, power procurement and generation. Mr. Pizarro also previously served as Vice President and Senior Vice President of Power Procurement, and Vice President of Strategy and Business Development. Prior to his work at the EIX companies, Mr. Pizarro was a senior engagement manager with McKinsey & Company, providing management consulting services to energy, technology, engineering services, and banking clients.

Qualifications and Attributes
Mr. Pizarro provides in-depth knowledge of the Company’s business, experienced industry leadership, safety and operations, workforce management, cybersecurity, business resiliency and strategic planning experience and background. His leadership and experience dealing with difficult challenges during the EME bankruptcy add value to the Board. Mr. Pizarro also brings the experience and perspective of a director of several electric industry associations.

Other Board Service
Mr. Pizarro is a vice chairman of the Edison Electric Institute, where he also serves on the executive committee and as co-chair of the CEO task force on transportation electrification. He is also chair of the Electric Power Research Institute. Mr. Pizarro serves on the U.S. Secretary of Energy Advisory Board and is a member of the Electricity Subsector Coordinating Council, which coordinates with the federal government and electric power sector to prepare for, and respond to, national-level disasters and physical and cybersecurity threats to critical infrastructure. Mr. Pizarro also serves as a director of the Analysis and Resilience Center for Systemic Risk and is a member of the Board of Governors of Argonne National Laboratory and the Board of Trustees of the California Institute of Technology. He is also a member of the External Advisory Committee of MIT’s Future of Storage study to consider key storage technologies for electricity systems that rely on variable renewable energy resources. In 2020, Mr. Pizarro served on the California Governor’s Business and Jobs Recovery Taskforce established to help create a plan for the state’s just and sustainable recovery from the impacts of the COVID-19 pandemic.

Education
Mr. Pizarro is a graduate of Harvard University and earned a Ph.D. in chemistry from the California Institute of Technology.

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		LINDA G. STUNTZ PROFESSIONAL HIGHLIGHTSCarey A. Smith Ms. Stuntz served as a partner of the law firm of Stuntz, Davis & Staffier, P.C. from 1995 to 2018, where she specialized in energy and environmental regulation. She previously served as Deputy Secretary of, and held senior positions in, the U.S. Department of Energy. Ms. Stuntz also previously served as associate minority counsel and minority counsel to the Energy and Commerce Committee of the U.S. House of Representatives. She served on the U.S. Secretary of Energy Advisory Board during 2015 and 2016. QUALIFICATIONS AND ATTRIBUTES Ms. Stuntz’s utility and environmental law and public policy experience is particularly relevant to the Company’s business. During her time at the U.S. Department of Energy, she held positions that focused on issues related to global climate change and energy-related measures to minimize GHG emissions, key issues that impact the Company in California. Ms. Stuntz’s corporate governance experience from her service on other public company boards and as a member of our Governance Committee since 2014 informs her leadership as Committee Chair. She brings safety experience from her private industry work with utilities and energy companies, as a director of public companies in industries that have significant safety concerns for workers and the public, and as a member of our Safety and Operations Committee since 2014. OTHER BOARD SERVICE Ms. Stuntz is a director of Royal Dutch Shell plc and previously served as a director of Raytheon Company, Schlumberger, Ltd. and American Electric Power Company. She is a Senior Advisor at the Center for Strategic and International Studies and the chair of the External Advisory Committee of the Massachusetts Institute of Technology’s Future of Storage study to consider key storage technologies for electricity systems that rely on variable renewable energy resources. EDUCATION Ms. Stuntz is a graduate of Wittenberg University and received her law degree from Harvard University.
AGE 65
DIRECTOR SINCE 2014
BOARD COMMITTEESCommittees ●■Governance (Chair)Compensation and Executive Personnel ●■Safety and Operations
OTHER PUBLIC COMPANY BOARDS ●Royal Dutch Shell plc

		WILLIAM P. SULLIVAN PROFESSIONAL HIGHLIGHTS Mr. Sullivan served as chief executive officer of Agilent Technologies, a global provider of scientific instruments, software, services and consumables in life sciences, diagnostics and applied chemical markets, from 2005 to 2015. Prior to that, he served as executive vice president and chief operating officer of Agilent and senior vice president and general manager of Agilent’s Semiconductor Products Group. QUALIFICATIONS AND ATTRIBUTES Mr. Sullivan brings the perspective of a president and chief executive officer of a large public company, which is particularly valuable as Chair of the EIX Board. He provides significant operational experience, including leadership of successful company transformation, and experience managing the risks and operations of a public company with a large workforce. This experience in the technology sector is important to the Board in the changing electric industry. Mr. Sullivan’s leadership as a chief executive and experience on other public company boards is valuable to the Compensation and Governance Committees. As a California resident with extensive professional experience in the state, Mr. Sullivan also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment. OTHER BOARD SERVICE Mr. Sullivan is the chair of the board of Maxim Integrated and previously served as a director of Agilent Technologies, Avnet, Inc. and URS Corporation. EDUCATION Mr. Sullivan is a graduate of the University of California, Davis.
AGE Director Since 702019
DIRECTOR SINCE Other Public Company Boards2015 EIX Board Chair
BOARD COMMITTEES ●■Compensation ●GovernanceParsons Corporation
OTHER PUBLIC COMPANY BOARDSAge ●Maxim Integrated

Professional Highlights
Ms. Smith serves as president and chief operating officer of Parsons Corporation, a disruptive technology provider for global defense, intelligence and critical infrastructure markets. She has served as president since November 2019 and as chief operating officer since 2018. From 2016 to 2018, Ms. Smith served as president of Parsons’ Federal Solutions business. Before joining Parsons, she served in progressive leadership roles at Honeywell International Inc. from 2011 to 2016, including president of the Defense and Space business unit, vice president of Honeywell Aerospace Customer and Product Support, and president of Honeywell Technology Solutions, Inc. Prior to joining Honeywell, Ms. Smith served in several leadership roles at Lockheed Martin Corporation from 1985 to 2011.

Qualifications and Attributes
Ms. Smith is responsible for strategy, growth and execution at Parsons, which was headquartered in Southern California until 2019 and continues to have key programs throughout the state. Her strategic planning role and understanding of the impact of California’s regulatory landscape on SCE’s business customers contribute to the Board’s effective oversight of key issues confronting the electric utility industry. Ms. Smith’s operational experience in safety-intensive environments provides an important perspective to the Board and its Safety and Operations Committee. She brings a strong background in cybersecurity through her aerospace and defense industry experience and is a certified cybersecurity governance professional by the National Association of Corporate Directors.

Other Board Service
Ms. Smith is a director of Parsons Corporation and previously served as a director of NN, Inc. She also serves on the board of directors at three non-profit companies: Professional Services Council, where she is the vice chair; United States Geospatial Intelligence Foundation, where she leads the nominating and governance committee; and the Intelligence and National Security Alliance.

Education
Ms. Smith holds a bachelor’s degree in electrical engineering from Ohio Northern University and a master’s degree in electrical engineering from Syracuse University. In 2018, she received an honorary doctorate degree from Ohio Northern University for her contributions to the university and the field of engineering.

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ITEMItem 1: ELECTION OF DIRECTORSElection of Directors

		PETER J. TAYLOR PROFESSIONAL HIGHLIGHTSLinda G. Stuntz Mr. Taylor has been the president of ECMC Foundation, a nonprofit corporation dedicated to educational attainment for low-income students, since 2014. From 2009 to 2014, he served as executive vice president and chief financial officer for the University of California system, where he oversaw all aspects of financial management at the ten campuses and the five academic medical centers. Prior to that, most of Mr. Taylor’s professional career was in investment banking, with nearly 16 years in municipal finance banking for Lehman Brothers and Barclays Capital. QUALIFICATIONS AND ATTRIBUTES Mr. Taylor provides finance and public policy experience, which is particularly relevant to the Company’s infrastructure investment strategy and highly regulated business. He also brings capital markets experience from his investment banking career. At the University of California, Mr. Taylor had direct responsibility for risk management, accounting and financial reporting, which is valuable as a financial expert and Chair of the Audit and Finance Committee. He also brings safety experience from his years as a senior executive of the University of California, which launched the “Be Smart About Safety” campaign across all campuses during his tenure, and in his oversight role as a member of the Board of Trustees of the California State University. As a California resident with extensive professional experience in the state, Mr. Taylor also understands the perspective of utility customers impacted by California’s wildfires and regulatory environment. OTHER BOARD SERVICE Mr. Taylor is a trustee of several funds in the Western Asset Fund Family and is a member of the Board of Trustees of California State University system, where he chairs the Educational Policy Committee after two years as chair of the Finance Committee. He is also a director of Pacific Mutual Holding Company, the Ralph M. Parsons Foundation and the Kaiser Family Foundation. EDUCATION Mr. Taylor is a graduate of the University of California Los Angeles and holds a master’s degree in public policy analysis from Claremont Graduate University.
AGE 61
DIRECTOR SINCE 2011
BOARD COMMITTEESCommittees ●■AuditNominating and FinanceGovernance (Chair) ●■Safety and Operations
OTHER PUBLIC COMPANY BOARDS ●Western Asset Fund Family

		KEITH TRENT PROFESSIONAL HIGHLIGHTS Mr. Trent has 14 years of experience as a utility executive, general counsel and internal legal counsel. From 2009 to 2015, he held a variety of senior executive positions with Duke Energy Corporation, with responsibility for long-term grid strategy, regulated utilities, electric transmission, regulated fossil-fuel and hydro generation, health, safety and environment, fuel and system optimization, central engineering and services, and commercial businesses operating in domestic and international retail and wholesale competitive markets. Prior to that, Mr. Trent held a variety of positions at Duke with responsibility for corporate strategy, government relations, corporate communications, technology initiatives, legal, internal audit and compliance (as general counsel), and major litigation and government investigations (as lead litigator). He also practiced law for 15 years before joining Duke. QUALIFICATIONS AND ATTRIBUTES Mr. Trent provides extensive utility operations, strategic planning, legal and safety experience as an executive of one of the largest electric power companies in the U.S., where he had direct management responsibility for the health and safety of a large workforce. His utility operational experience in, and perspective on, regulation, risk management, safety and cybersecurity are particularly relevant to our business and the regulatory framework in which we operate. This experience is particularly valuable to the Audit and Finance and Safety and Operations Committees, and supports his role as the Board’s liaison to the Company’s cybersecurity oversight group (see page 25). OTHER BOARD SERVICE Mr. Trent is a director of Capital Power Corporation and TRC Companies, Inc., which was a public company until 2017. He serves as the Chair of the Health, Safety and Environmental Committee of Capital Power Corporation. EDUCATION Mr. Trent is a graduate of Southern Methodist University and received his law degree from the University of Texas School of Law.
AGE Director Since 602014
DIRECTOR SINCE Other Public Company Boards2018
BOARD COMMITTEES ●■Audit and Finance ●Safety and OperationsNone
OTHER PUBLIC COMPANY BOARDSAge ●66Capital Power Corporation

Professional Highlights

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Ms. Stuntz served as a partner of the law firm of Stuntz, Davis & Staffier, P.C. from 1995 to 2018, where she specialized in energy and environmental regulation. She previously served as Deputy Secretary of, and held senior positions in, the U.S. Department of Energy. Ms. Stuntz also previously served as associate minority counsel and minority counsel to the Energy and Commerce Committee of the U.S. House of Representatives. She served on the U.S. Secretary of Energy Advisory Board during 2015 and 2016.

Qualifications and Attributes
Ms. Stuntz’s utility and environmental law and public policy experience is particularly relevant to the Company’s business. During her time at the U.S. Department of Energy, she held positions that focused on issues related to global climate change and energy-related measures to minimize GHG emissions, key issues that impact the Company in California. Ms. Stuntz’s corporate governance experience from her prior service on other public company boards and as a member of our Nominating and Governance Committee since 2014 informs her leadership as Committee Chair. She brings safety experience from her private industry work with utilities and energy companies, as a director of public companies in industries that have significant safety concerns for workers and the public, and as a member of our Safety and Operations Committee since 2014.

Other Board Service
Ms. Stuntz is a Senior Advisor at the Center for Strategic and International Studies and the chair of the External Advisory Committee of MIT’s Future of Storage study to consider key storage technologies for electricity systems that rely on variable renewable energy resources. She previously served as a director of Royal Dutch Shell plc, Raytheon Company, Schlumberger, Ltd. and American Electric Power Company.

Education
Ms. Stuntz is a graduate of Wittenberg University and received her law degree from Harvard University.

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Item 1: Election of Directors

Professional Highlights
Mr. Sullivan served as chief executive officer of Agilent Technologies, a global provider of scientific instruments, software, services and consumables in life sciences, diagnostics and applied chemical markets, from 2005 to 2015. Prior to that, he served as executive vice president and chief operating officer of Agilent and senior vice president and general manager of Agilent’s Semiconductor Products Group.

Qualifications and Attributes
Mr. Sullivan brings the perspective of a chief executive officer of a large public company, which is particularly valuable as Chair of the EIX Board. He provides significant operational experience, including leadership of successful company transformation, and experience managing the risks and operations of a public company with a large workforce. This experience in the technology sector is important to the Board in the changing electric industry. Mr. Sullivan’s leadership as a chief executive and experience on other public company boards is valuable to our Compensation and Executive Personnel and Nominating and Governance Committees. As a California resident with extensive professional experience in the state, Mr. Sullivan also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment.

Other Board Service
Mr. Sullivan is the chair of the board of Maxim Integrated, which has entered into a merger agreement with Analog Devices, Inc., and previously served as a director of Agilent Technologies, Avnet, Inc. and URS Corporation.

Education
Mr. Sullivan is a graduate of the University of California, Davis.

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Item 1: Election of Directors

Peter J. Taylor Board Committees ■Audit and Finance (Chair) ■Safety and Operations

Director Since 2011 Other Public Company Boards ■Western Asset Fund

Age 62

Professional Highlights
Mr. Taylor has been the president of ECMC Foundation, a nonprofit corporation dedicated to educational attainment for low-income students, since 2014. From 2009 to 2014, he served as executive vice president and chief financial officer for the University of California system, where he oversaw all aspects of financial management at the ten campuses and the five academic medical centers. Prior to that, most of Mr. Taylor’s professional career was in investment banking, with nearly 16 years in municipal finance banking for Lehman Brothers and Barclays Capital.

Qualifications and Attributes
Mr. Taylor provides finance and public policy experience, which is particularly relevant to the Company’s infrastructure investment strategy and highly regulated business. He also brings capital markets experience from his investment banking career. At the University of California, Mr. Taylor had direct responsibility for risk management, accounting and financial reporting, which is valuable as a financial expert and Chair of our Audit and Finance Committee. He also brings safety experience from his years as a senior executive of the University of California, which launched the “Be Smart About Safety” campaign across all campuses during his tenure, and in his oversight role as a member of the Board of Trustees of the California State University. As a California resident with extensive professional experience in the state, Mr. Taylor also understands the perspective of utility customers impacted by California’s wildfires and regulatory environment.

Other Board Service
Mr. Taylor is a trustee of the Western Asset Fund and is a member of the Board of Trustees of California State University system, where he previously chaired the Educational Policy Committee and the Finance Committee. He is also a director of Pacific Mutual Holding Company, the Ralph M. Parsons Foundation, the Kaiser Family Foundation and the College Futures Foundation.

Education
Mr. Taylor is a graduate of the University of California Los Angeles and holds a master’s degree in public policy analysis from Claremont Graduate University.

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Item 1: Election of Directors

Keith Trent Board Committees ■Audit and Finance ■Safety and Operations

Director Since 2018 Other Public Company Boards ■Capital Power Corporation

Age 61

Professional Highlights
Mr. Trent has 14 years of experience as a utility executive, general counsel and internal legal counsel. From 2009 to 2015, he held a variety of senior executive positions with Duke Energy Corporation, with responsibility for long-term grid strategy, regulated utilities, electric transmission, regulated fossil-fuel and hydro generation, health, safety and environment, fuel and system optimization, central engineering and services, and commercial businesses operating in domestic and international retail and wholesale competitive markets. Prior to that, Mr. Trent held a variety of positions at Duke with responsibility for corporate strategy, government relations, corporate communications, technology initiatives, legal, internal audit and compliance (as general counsel), and major litigation and government investigations (as lead litigator). He also practiced law for 15 years before joining Duke.

Qualifications and Attributes
Mr. Trent provides extensive utility operations, strategic planning, legal and safety experience as an executive of one of the largest electric power companies in the U.S., where he had direct management responsibility for the health and safety of a large workforce. His utility operational experience in, and perspective on, regulation, risk management, safety and cybersecurity are particularly relevant to our business and the regulatory framework in which we operate. This experience is particularly valuable to our Audit and Finance and Safety and Operations Committees, and supports his role as the Board’s liaison to the Company’s cybersecurity oversight group (see page 30).

Other Board Service
Mr. Trent is a director of Capital Power Corporation, where he serves as the chair of the Health, Safety and Environmental Committee, and TRC Companies, Inc., which was a public company until 2017.

Education
Mr. Trent is a graduate of Southern Methodist University and received his law degree from the University of Texas School of Law.

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KEY GOVERNANCE PRACTICESCorporate Governance

Key Governance Practices

We believe the Company hashave established corporate governance standards and practices that we believe create long-term value for our shareholders and other stakeholders. As discussed below, our key corporate governance policies and practices include:

SHAREHOLDER ENGAGEMENTShareholder Engagement

We engage with our major institutional shareholders regarding strategy and financial and operational performance throughout the course of the year. We also engage with these shareholders on corporate governance, executive compensation and ESG issues at least annually. In 2019During the past year, we reached out to the governance teams of our top 25 shareholders representing over 68% of our shares and 2020, we had a cross-functional team from corporate governance, investor relations, executive compensation and sustainability participatewere successful in meetings and callsmeeting virtually or by telephone with holders of approximately 40%50% of EIX Common Stock. The EIX CEO, CFO and Board Chair also participated in certain meetings.our shares. The nature of thesethis year’s engagements centered around the Company’sour clean energy strategy, wildfire response and ESGrisk mitigation, DEI efforts and disclosure.the impact of COVID-19 on the Company and our employees. The shareholders we engaged with offered constructive feedback on opportunities to enhance our executive compensation program and ESG practices and disclosure, which was subsequently communicated to the Governance Committee. Feedback on compensation matters was shareddiscussed with the Compensation Committee.and Executive Personnel and Nominating and Governance Committees.

CORPORATE GOVERNANCE DOCUMENTSCorporate Governance Documents

Shareholders and other interested parties may find the following information regarding our corporate governance including the procedures for communicating with the Board, on our website atwww.edison.com/corpgov:

Similar information about SCE’s corporate governance is available at20     www.sce.com/corpgov.www.edison.com

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OUR CORPORATE GOVERNANCECorporate Governance

GOVERNANCE STRUCTURE AND PROCESSESGovernance Structure and Processes

BOARD LEADERSHIP STRUCTUREBoard Leadership Structure

Mr. Sullivan has served as the independent Chair of the EIX Board since 2016. The EIX Board believes having separate Chair and CEO positions is the most appropriate leadership structure for EIX at this time, allowing Mr. Pizarro to focus on the day-to-day management of the business and on executing our strategic priorities, while allowing Mr. Sullivan to focus on leading the Board, facilitating the Board’s independent oversight of management, and providing advice and counsel to Mr. Pizarro. As independent Chair, Mr. Sullivan’s duties include:

The SCE Bylaws provide that the CEO of SCE has the duties of the Chair unless a separate Chair of the SCE Board is appointed. Since 2016, Mr. Payne has served as SCE CEO and has had the duties of the Chair of the SCE Board. The SCE Board has determined that the current leadership structure is appropriate for SCE as a subsidiary of EIX.

DIRECTOR INDEPENDENCEDirector Independence

Our Corporate Governance Guidelines require that the Board be comprised of at least a majority of independent directors and that the Audit and Finance, Compensation and Executive Personnel, and Nominating and Governance Committees be comprised entirely of independent directors. The Company uses the NYSENew York Stock Exchange, LLC (“NYSE”) listing standards to determine independence. Directors serving on the Audit and Finance Committee or the Compensation Committeesand Executive Personnel Committee must meet additional independence criteria prescribed by the NYSE listing standards and the charters of those Committees.

The Board has determined that the relationships described in Section B of Exhibit A-1 to our Corporate Governance Guidelines, which are on our website atwww.edison.com/corpgov, are not material for purposes of determining directors’ independence to serve on the Board. The Board does not consider such relationships in making independence determinations.

For relationships not prohibited by NYSE rules and not covered under the categories of immaterial relationships in our Guidelines, the determination of whether a relationship is material or not, and therefore whether a director is independent or not, is made in good faith by the directors. The director whose relationship is under consideration abstains from the vote regarding his or her independence.

The Board has determined that all directors other than Messrs.Mr. Pizarro and Payne are independent.

The Board reviews the independence of our directors at least annually, and periodically as needed. On a monthly basis, the Companywe also monitorsmonitor director relationships and transactions that might disqualify them as independent. In February 2020,2021, prior to recommending director nominees for election, the Board confirmed that the independent directors had no relationships or transactions that disqualified them as independent.

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OUR CORPORATE GOVERNANCE

DIRECTOR NOMINATION PROCESSDirector Nomination Process

The Nominating and Governance Committee, comprised solely of independent directors under NYSE rules and our Corporate Governance Guidelines, recommends director candidates to the Board.

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Corporate Governance

The Committee will consider candidates recommended by shareholders if they are submitted in writing to the Corporate Secretary and include all of the information required by Article II, Section 4 of our Bylaws plus a written description with any supporting materials of:

In 2019,The Committee uses the same process to evaluate a candidate regardless of the source of the recommendation. When actively searching for a candidate, the Committee retainedtypically retains a director search firm to identify director candidates, coordinate the interview process and conduct reference and background checks. Ms. Smith, who is a first-time nominee for election by the shareholders at the Annual Meeting, was recommended by the Committee’s director search firm.

The Committee uses the same process to evaluate a candidate regardless of the source of the recommendation. If, based on an evaluation of the candidate’s qualifications, qualities and skills, the Committee determines to continue its consideration of a candidate, Committee members interview the candidate. The Committee conducts any further research on the candidate it deems appropriate. The Committee then determines whether to recommend that the candidate be nominated as a director. The Board considers the recommendation and determines whether to nominate the candidate for election.

BOARD QUALIFICATIONS AND DIVERSITYBoard Qualifications and Diversity

For the Nominating and Governance Committee to recommend a director nominee, the candidate must at a minimum possess the qualifications, qualities and skills in our Corporate Governance Guidelines, including:

The Committee also considers other factors and information, including the Board’s need for additional members, the candidate’s potential for increasing the Board’s range of experience, skills and diversity, the candidate’s independence, and skills and experience relevant to our business strategy.

Our Corporate Governance Guidelines include the Board’s policy that director nominees should reflect diversity of skills, backgrounds, gender, race, ethnicity and ethnicity.sexual orientation. The Committee considers the diversity of candidates when recommending nominees for election and, prior to nominating Ms. Smith for election to the Board, instructed its director search firm to identify candidates reflecting ethnic and gender diversity.election. The Committee evaluates its effectiveness in achieving diversity on the Board through its annual review of Board composition, which identifies ethnicity, genderincludes diversity and industry experience, prior to recommending nominees for election.

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OUR CORPORATE GOVERNANCE

In nominating candidates for re-election to the Board, the Committee also considers the nature and time invested in a director’s service on other boards, the director’s Board, Board committee and annual meeting attendance, and the vote received at the prior annual meeting. TheOur Corporate Governance Guidelines limit a director’s service on other boards to three other public company boards; however, a director who is an executive officer of a public company is limited to two public company boards, including the Company’sEIX Board and his or her employer’s board.

Our Corporate Governance Guidelines provide that directors should not be nominated for re-election to the Board after reaching age 72 unless there is good cause to extend a director’s Board service after reaching age 72.

DIRECTOR ORIENTATION AND CONTINUING EDUCATIONDirector Orientation and Continuing Education

New directors receive information about the Company’sour business, strategy and management team to familiarize them with the Company before their first Board meeting. The CompanyWe also arrangesarrange a series of in-person orientation meetings between each new director and senior leaders of our organizational unitsthroughout the organization to help new directors understand the operations of each organizational unit as it relates to their specific Board and committee duties.

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Corporate Governance

We typically provide continuing education to directors at least annually on specific topics that relate to the Company’sour strategic priorities. These sessions are typically led by management and often include presentations by external experts and site visits to our facilities. In 2020, a global health expert met with the Board to discuss our response to the COVID-19 pandemic. Directors may also attend external education programs and are reimbursed by the CompanyEIX for the cost of those programs.

BOARD AND COMMITTEE EVALUATION PROCESSBoard and Committee Evaluation Process

The Nominating and Governance Committee oversees the annual evaluation of the Board and Board committees, and periodically reviews the effectiveness of the process. In 2018, the Committee used a third-party facilitator to conduct the Board’s evaluation by interviewing each director and reporting on the results to the Board. In 2019 and 2020, the Committee retained the same third-party facilitatorasked each director to assist with the preparation and analysis ofcomplete Board and Board committee surveysquestionnaires designed to build on the 2018 interviews. The surveys elicitedmeasure progress and capture feedback in the followingthree primary areas:

(i) Board composition, scope and practices; (ii) governance and oversight of priority and emerging issues; and (iii) management relations and leadership effectiveness. The facilitator reported the results to the Board at the October meeting, noting directors provided thoughtful, constructive responses. The facilitator and the Boardeach committee then met in executive sessionsessions to discuss areas of strength and opportunities for improvement.improvement based on the questionnaire results.

PROXY ACCESS FOR DIRECTOR ELECTIONSProxy Access for Director Elections

In 2015, the EIX Board adopted proxy access for director elections at annual meetings. The EIXOur Bylaws provide that the CompanyEIX will include in its Proxy Statement up to two nominees (or nominees for up to 20% of the EIX Board, whichever is greater) submitted by a shareholder or group of up to 20 shareholders owning at least 3% of EIX common stockCommon Stock continuously for at least three years, if the shareholder group and nominee satisfy the requirements in Article II, Section 13 of the EIX Bylaws, which are available atwww.edison.com/corpgov. The EIX Board made this decision after careful consideration of feedback received from our engagement with shareholders regarding proxy access.

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OUR CORPORATE GOVERNANCE

CEO SUCCESSION PLANNING

The Board believes CEO succession planning is one of its most important responsibilities. Our Corporate GovernanceDirector Stock Ownership Guidelines provide that the Board will annually review and evaluate succession planning and management development for the Company’s senior officers, including the CEO.

At least annually, the Board meets in executive session with the EIX CEO to discuss talent and succession planning. The discussion includes CEO succession in the ordinary course, CEO succession if an emergency occurs, and succession for other key senior management positions. The frequency of the Board’s CEO succession planning discussions depends in part on the period of time until the CEO’s expected retirement.

In the succession planning process, internal CEO succession candidates are identified and evaluated based on criteria considered predictive of success at the CEO level, given the Company’s business strategy. The Board uses a common talent assessment format for each individual. The assessment includes a development plan for each individual that is then reviewed by the Compensation Committee. The Board also considers external CEO succession candidates from time to time and may retain an executive search firm to help identify and assess potential candidates.

Our Corporate Governance Guidelines provide that the Board will have opportunities to become acquainted with the senior officers of the Company and others who may have the potential to handle significant management positions. This occurs through presentations to the Board and Board committees, director education sessions, other business interactions, and social events intended for this purpose.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Within five years from their initial election to the Board, directors must own an aggregate number of shares of EIX Common Stock or derivative securities convertible into EIX Common Stock, excluding stock options, having a value equivalent to five times the annual Board retainer. All deferred stock units held by a director count toward this ownership requirement. All directors comply with this stock ownership requirement.

DIRECTOR MEETING ATTENDANCEDirector Meeting Attendance

The Board met 1014 times in 20192020 and held six executive sessions of the independent directors. The average director attendance for all Board and Board committee meetings was 96%99% and each director attended at least 89%96% of all meetings he or she was eligible to attend.

Director nominees are expected to attend Annual Meetings.annual meetings. All EIX and SCE director nominees virtually attended the 20192020 Annual Meeting except Mr. Taylor, who wasMeeting.

Policy on jury duty.

POLICY ON SHAREHOLDER RIGHTS PLANSShareholder Rights Plans

The EIX Board has a policy to seek prior shareholder approval of the adoption of any shareholder rights plan unless, due to time constraints or other reasons consistent with the EIX Board’s fiduciary duties, a committee consisting solely of independent directors determines that it would be in the best interests of EIX shareholders to adopt the plan prior to shareholder approval. Any rights plan adopted by the EIX Board without prior shareholder approval will automatically terminate one year after adoption of the plan unless the plan is approved by EIX shareholders prior to such termination.

Edison International 2021 Proxy Statement     APPLICABILITY OF STOCK EXCHANGE RULES TO SCE23

EIX is subject to NYSE rules and SCE is subject to NYSE MKT LLC rules, which exempt SCE from designated corporate governance rules for Board and Board committee composition, including director independence, the director nominations process, and the process to determine executive compensation.

SCE is exempt from these rules because (i) it is a “controlled company” with over 50% of the voting power held by its parent company, EIX, and (ii) it has listed only preferred stock on the exchange. However, SCE closely follows the EIX corporate governance practices required under the NYSE rules.

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OUR CORPORATE GOVERNANCECorporate Governance

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSCertain Relationships and Related Party Transactions

The Nominating and Governance Committee reviews at least annually, and periodically as needed, any transaction in the prior calendar year or any proposed transaction between the EIX companies and a related person in which the amount involved exceeds $120,000 and the related person has a material interest. A related person is a director, a director nominee, an executive officer, or a greater than 5% beneficial owner of any class of voting securities of EIX, or SCE, and their immediate family members. This policy is stated in writing in the Committee’s charter.

The Committee’s regular procedure is to obtain from management annually, and periodically as needed, a list of the transactions with related persons described above, and to review these transactions at a meeting held before recommending director nominations to the Board. The list is based on information from questionnaires completed by our directors, director nominees, and executive officers, together with information obtained from our accounts payable and receivable records, and is reviewed by legal counsel. The Committee’s procedure is evidenced in the minutes and records for the Committee meeting at which the review occurred.

There are no transactions between the Company and a related person required to be reported under applicable SEC rules.

BOARD COMMITTEESBoard Committees

The current membership and key responsibilities of the Board’s four standing committees are described below. The duties and powers of the Committees are further described in their charters. The Board occasionally creates special Board committees to focus on certain topics.

Director

Audit and Finance Committee

Compensation Committee

Governance Committee

Safety and Operations Committee

Audit and Finance Committee

Compensation and Executive Personnel Committee

Nominating and Governance Committee

Safety and Operations Committee

Jeanne Beliveau-Dunn

Michael Camuñez

Vanessa C.L. Chang

James T. Morris

Timothy T. O’Toole

Carey A. Smith

Linda G. Stuntz

William P. Sullivan

Peter J. Taylor

Keith Trent

# Meetings in 2019

7

4

10

5

# Meetings in 2020

7

4

5

8

		Member
		Chair
F		Financial Expert

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OUR CORPORATE GOVERNANCECorporate Governance

AUDIT ANDAudit and Finance FINANCE COMMITTEECommittee Jeanne Beliveau- Dunn Michael Camuñez James T. Morris* Peter J. Taylor* (Chair) Keith Trent* * Financial Expert		The Audit and Finance Committee is composed of five independent directors. The Committee’s key responsibilities include the following: ●■Appoint, determine compensation for and oversee the Company’s independent registered public accounting firm (the “Independent Auditor”), taking into consideration: ●■the qualifications, performance and independence of the Independent Auditor; ●■the scope and plans for the annual audit; and ●■the scope and extent of all audit and non-audit services to be performed by the Independent Auditor. ●■Review the Company’s financial statements and financial reporting processes, including internal controls over financial reporting. ●■Oversee the Company’s internal audit function, including the General Auditor’s performance, the internal audit plan, budget, resources and staffing. ●■Oversee the Company’s ethics and compliance program, including the Chief Ethics and Compliance Officer’s performance, helpline calls and investigations, and the employee code of conduct. ●■Discuss guidelines and policies to govern the Company’s policies and guidelines with respect toprocess by which risk assessment and risk management is undertaken, and the steps taken to monitor and control enterprise level risks. ■Discuss major financial risk exposures and the steps taken to monitor and control these risks.exposures. ●■Establish and maintain procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. ●■Review the Company’scharitable contribution budget and political contribution policies and expenditures, and approve individual contributions that exceed $1 million. ●■Review and monitor capital spending and investments in subsidiaries compared to the annual budget approved by the Board, and reviewsreview post-completion reports from management on major capital projects. ●■Annually review the financing plans, capital spending and trust investments of the Company.investments. ●■Authorize debt financing, redemption and repurchase transactions related to EIX and SCE debt securities and SCE preferred and preference stock.transactions. The Audit and Finance Committee’s role in risk oversight is described below under“Key Areas ofStrategy, Risk and ESG Oversight – Risk Oversight.”.

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Corporate Governance

COMPENSATIONCompensation and COMMITTEEExecutive Personnel Committee Vanessa C.L. Chang (Chair) James T. Morris Timothy T. O’Toole Carey A. Smith William P. Sullivan		The Compensation and Executive Personnel Committee is composed of five independent directors. The Committee’s key responsibilities include the following: ●■Review the performance and set the compensation of designated elected officers, including the executive officers. ●■Review director compensation for consideration and action by the Board. ●■ApproveConsider the results of shareholders’ advisory votes on the Company’s executive compensation, and approve the design of executive compensation programs, plans and arrangements. ●■Approve stock ownership guidelines for officers and recommendsrecommend director stock ownership guidelines to the Board. ●■Review and assessAssess whether any risks arising from compensation policies and practices are reasonably likely to have a material adverse effect on the Company. ■Annually assess senior leadership talent and their potential successors, the Company’s development plans for these individuals, and the diversity of the succession pipeline.

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OUR CORPORATE GOVERNANCE

GOVERNANCENominating and COMMITTEEGovernance Committee Michael Camuñez Vanessa C.L. Chang Linda G. Stuntz (Chair) William P. Sullivan

The Nominating and Governance Committee is composed of four independent directors. The Committee’s key responsibilities include the following: ●■IdentifyReview the appropriate experience, skills and recommend director candidates. ●Periodically reviewcharacteristics required of Board and make recommendations to the Board regarding Board size and composition. ●■Seek out, identify and review a pool of potential candidates for membership on the Board that reflects diversity of skills, backgrounds, gender, race, ethnicity and sexual orientation. ■Review the background and qualifications of potential director candidates and make recommendations to the Board regarding candidates to fill Board vacancies and the slate of directors for submission to the Company’s shareholders at each annual meeting. ■Make recommendations to the Board regarding Board committee and committee chair assignments and the EIX independent Board Chair appointment. ●■Review director independence and related party transactions. ●■Periodically review and recommend updates to the Corporate Governance Guidelines and Board committee charters. ●■Review ESG trends and ensure oversight of relevant ESG issues by the Board and Board committees. ●■Advise the Board with respect to corporate governance matters. ●■Oversee the annual evaluation of the Board and Board committees. ●Review the orientation program for new directors and continuing education activities for all directors.

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Corporate Governance

SAFETY ANDSafety and OPERATIONS COMMITTEEOperations Committee Jeanne Beliveau- Dunn Timothy T. O’Toole (Chair) Carey A. Smith Linda G. Stuntz Peter J. Taylor Keith Trent		The Safety and Operations Committee is composed of six independent directors with relevant safety experience. The Committee’s key responsibilities include the following: ●■Review and monitor the Company’s safety programs, policies and practices relating to: ●■The Company’s safety performance, culture, goals and risks; ●■Significant safety-related incidents involving employees, contractors or members of the public; and ●■The measures and resources to prevent, mitigate or respond to safety-related incidents. ●■Monitor the Company’s safety, wildfire and operational and service excellence performance metrics. ●■Review and monitor the Company’s operations, significant developments, resources, risks and risk mitigation plans relating to: ●■Reliability, affordability and customer service; ●■Wildfires; ●■Cyber and physical security; ●■Business resiliency and emergency response; ●■Information technology; and ●■Decommissioning of the San Onofre Nuclear Generating Station.

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Table of ContentsStrategy, Risk and ESG Oversight

OUR CORPORATE GOVERNANCEStrategy

KEY AREAS OF BOARD AND COMMITTEE OVERSIGHT

SAFETY OVERSIGHT

The Board believes the safety of employees, contractors, customers and the public is essential to the Company’s values and success. As part of its oversight function, the Board engages directly with management on safety topics, including wildfire mitigation. The Board also has a Safety and Operations Committee which maintains joint responsibility with the Board for safety oversight at the Company. As discussed above, the Safety and Operations Committee is responsible for oversightOne of the Company’s safety performance, culture, goals, risks and significant safety-related incidents involving employees, contractors or members of the public.

The Safety and Operations Committee receives regular safety reports from management that include performance metrics, reporting on serious incidents, and actionsBoard’s primary functions is to improve employee, contractor, customer and public safety. The Chair of the Committee then reports to the Board at its next meeting. In 2019, specific focus was been given to oversight of the development and implementation of SCE’s Grid Safety and Resiliency Program and its Wildfire Mitigation Plans. Other significant focus areas in the past two years have included worker and public safety, SCE’s safety culture, safe decommissioning of the San Onofre Nuclear Generating Station, the safety and security of SCE’s grid assets including cybersecurity, safety metrics and benchmarking, and response plans for earthquakes and natural disasters.

In addition, as discussed in theCompensation Discussion and Analysisbelow, the Compensation Committee has made safety a foundational goal that can negatively impact annual incentive compensation of our executives.

STRATEGY OVERSIGHT

The Board is regularly engaged in providingprovide management with strategic direction including but not limitedon the Company’s vision and strategy to opportunities in clean energy, efficient electrification, strengthening and modernizinglead the transformation of the electric grid,power industry and customer choice.enable a clean, electric-led energy future while delivering long-term sustainable growth and value for our shareholders and other stakeholders. The Board’s oversight and review of Company strategy occurs through annual in-depth strategy meetings, annual education sessions on strategic topics with external experts, regular business and strategy updates at Board meetings, and discussion of emerging issues affecting strategy. Directors with particular expertise in a strategic area also advise management on strategy outside of Board meetings. In 2019,

Risk

The Board has broad responsibility for the oversight of significant strategic, operational, financial and reputational risks, and actively reviews our enterprise risk management process and monitors strategic and emerging risks. The Board exercises this responsibility through direct engagement with management and through its committees, which regularly report back to the Board. The Board monitors key risks through management reports and discussions at Board meetings and focuses on specific strategic and emerging risks during periodic strategy reviews. At least annually, the Board education sessions on strategic topics focused on operational practices relatedalso reviews corporate goals and approves capital budgets to wildfire mitigation and transportation electrification.ensure they are aligned with our strategy.

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OUR CORPORATE GOVERNANCECorporate Governance

RISK OVERSIGHT

Our Corporate Governance Guidelines provide that one of the Board’s primary functions is to review the Company’s enterprise risk management process and monitor strategic and emerging risks. The Board monitors key risks through reports and discussions regarding key risk areas at Board meetings. The Board also focuses on specific strategic and emerging risks in periodic strategy reviews. The Board annually reviews corporate goals and approves capital budgets. Board committees have responsibility for risk oversight in specific areas as follows:

AUDIT AND FINANCE COMMITTEEAudit and Finance Committee ●■OverseeOversee the Company’s guidelines and policies and guidelines with respect to govern the process by which risk assessment and risk management is undertaken, and the steps taken to monitor and control enterprise level risks. ■Oversee major financial and other key risk exposures and the steps taken to monitor and control these risks.exposures. ●■Receive regular reports on litigation, internal audits and compliance, as well as “deep dive” reports on specific risk topics. ●■Annually review and approve the internal audit plan. ●■Receive semi-annual reports ofReview the Company’s political contributions.contributions semi-annually and charitable contribution budget annually. ●■Oversee risks in the Company’s capital investments, allocation and spending. ●■Regularly monitor the level of capital spending relative to approved capital budgets and approve significant capital spending variances and projects not included in approved capital budgets.
GOVERNANCE COMMITTEECompensation and Executive Personnel Committee ●■Assess and monitor risks in the Company’s compensation program. ■The Committee’s risk assessment process and factors considered in assessing risk are discussed under How We Make Compensation Decisions - Risk Considerations in the Compensation Discussion and Analysis section.
Nominating and Governance Committee ■Identify director candidates with skills and experience valuable in oversight of the Company’s key enterprise risks. ●■Advise the Board regarding Board size and composition, Board committee composition and responsibilities, selection of the independent Chair of the EIX Board, the Board and Committee self-evaluation process, and other corporate governance practices that help position the Board to effectively carry out its risk oversight responsibility. ●■Review and monitor ESG trends and ensure oversight of relevant ESG issues by the Board and Board committees.
COMPENSATION COMMITTEE ●AssessSafety and monitor risks in the Company’s compensation program.Operations Committee ●The Committee’s risk assessment process and factors considered in assessing risk are discussed under“How We Make Compensation Decisions - Risk Considerations” in the Compensation Discussion and Analysis below.	SAFETY AND OPERATIONS COMMITTEE ●■Review and monitor the Company’s safety programs, policies and practices relating to the Company’s safety culture, goals, risks and significant incidents. ●■Monitor the Company’s safety, wildfire and operational and service excellence performance metrics. ●■Review and monitor the Company’s operations, significant developments, resources, risks and risk mitigation plans, including mitigation related to internal audits. ●■Receive “deep dive”regular reports on safety, wildfire mitigation and other key topics related to its responsibilities.

The Board believes its leadership structure supports the Board’s risk oversight function. Independent directors chair the Board committees responsible for risk oversight, and the independent Chair of the EIX Board and Committee chairs facilitate communication between management and directors.

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OUR CORPORATE GOVERNANCECorporate Governance

ESG

The Board oversees safety, climate change, DEI and other ESG risks and opportunities as an integral part of its oversight of our strategy. ESG issues are core to our strategy and, therefore, incorporated into topics reviewed at each Board meeting and the Board’s annual in-depth strategy meeting. The Board regularly reviews and monitors risks arising from climate-related events that impact our business, such as wildfires, and provides direction and guidance to management on the mitigation of these risks. The Board oversees the impact of environmental legislation and regulation on our clean energy strategy and monitors progress on key objectives related to climate change, renewable energy, transportation and building electrification, and energy storage, among other areas. In addition, the Board approves capital budgets that reflect allocation decisions for grid modernization, transportation electrification, energy storage and customer-facing programs. The Board also reviews corporate goals related to safety, reliability, grid modernization, capital spending, and DEI initiatives to ensure that they advance our strategy.

The Nominating and Governance Committee is responsible for reviewing significant ESG trends that may impact the Company and ensuring that the Board and its committees have the appropriate oversight of relevant ESG issues. Board committees comprised entirely of independent directors have responsibility for risk and operational oversight of the specific ESG-related issues outlined below.

Audit and Finance Committee ■Key risks related to safety, wildfire, climate change and reliability ■Political and charitable contributions ■Employee helpline data and ethics survey results on Company culture ■Capital budgets and spending		Nominating and Governance Committee ■Board composition and diversity ■Significant ESG trends and Board and committee oversight of relevant ESG issues ■Shareholder outreach efforts on ESG issues
Compensation and Executive Personnel Committee ■Incentive compensation goals related to wildfires and safety, clean energy and electrification, diversity and inclusion, and other ESG issues ■Senior leadership talent, development and diversity		Safety and Operations Committee ■Safety culture, operational goals and risks ■Employee, contractor and public safety ■Electric system reliability ■Cyber and physical security ■Wildfires

Safety

The safety of employees, contractors, customers and the public is essential to the Company’s values and success. As part of its oversight function, the Board engages directly with management on safety topics, including wildfire mitigation. The Board’s Safety and Operations Committee maintains joint responsibility with the Board for safety oversight. As discussed above, the Safety and Operations Committee is responsible for oversight of the Company’s safety performance, culture, operational goals and risks, and significant safety-related incidents involving employees, contractors or members of the public, including wildfire safety.

The Board and its Safety and Operations Committee oversee our efforts to develop a culture where employees take ownership of their own safety and the safety of those around them. In 2020, the Board and Committee each reviewed the findings of a safety culture assessment conducted by an outside consultant once every three years, which revealed the progress made on strengthening our safety culture and efforts needed to sustain and continue our cultural improvements.

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Corporate Governance

The Safety and Operations Committee receives regular safety reports from management that include performance metrics, reporting on serious incidents, and actions to improve employee, contractor and public safety. The Chair of the Committee then reports to the Board at its next meeting.

In addition, as discussed in the Compensation Discussion and Analysis section, the Compensation and Executive Personnel Committee has made safety a foundational goal that can negatively impact annual incentive compensation of our executives and other employees.

Cybersecurity

The Company has identified cybersecurity as a key enterprise risk. Cybersecurity risks are included in the key risk reports to the Audit and Finance Committee discussed above. In addition, the Board has assigned primary responsibility for cybersecurity oversight to the Safety and Operations Committee, which receives regular cybersecurity updates from SCE’s Chief Information Officer that focus on cybersecurity threats, defenses, and data analytics that impact the Company’sour most critical assets. The Board also receives an annual report on cybersecurity from SCE’s Chief Information Officer and an independent cybersecurity consultant that includes an assessment of the Company’s program and organization.organization as well as the cyber risk landscape.

The Company hasWe have established a cybersecurity oversight group comprised of a multidisciplinary senior management team to provide governance and strategic direction for the identification, protection and detection of cybersecurity risks to the Company.risks. Director Trent serves as the Board liaison to the oversight group andwho regularly attends meetings.meetings and reports on these meetings to the Safety and Operations Committee. Other Board members are invited to attend meetings and typically attend at least one meeting annually.

ESG OVERSIGHT

The Company’s ESG practices impact all of our stakeholders – shareholders, customers, employees, suppliers,Succession and the communities we operate in and serve. With SCE being a regulated, investor-owned utility, the interests of our customers, employees, suppliers and communities are critical to the Company’s success and ability to provide sustainable, long-term value to shareholders. In 2019, the Company signed the Business Roundtable’s Statement on the Purpose of a Corporation which reflects our commitment to our stakeholders and the ESG issues that impact them.Talent Planning

The Board oversees safety, climate change and other ESG risks and opportunities as an integral partbelieves CEO succession planning is one of its oversightmost important responsibilities. In accordance with our Corporate Governance Guidelines, the Board annually reviews and evaluates succession planning and management development for our senior officers, including the CEO.

At least annually, the Board meets in executive session with the CEO and Chief Human Resources Officer to discuss talent and succession planning. The discussion includes CEO succession in the ordinary course, CEO succession if an emergency occurs, and succession for other key senior management positions. The frequency of the Company’sBoard’s CEO succession planning discussions depends in part on the period of time until the CEO’s expected retirement.

In the succession planning process, internal CEO succession candidates are identified and evaluated based on criteria considered predictive of success at the CEO level, given our business strategy. ESG issues are core to our strategy and, therefore, incorporated into topics reviewed at each Board meeting and the Board’s annual in-depth strategy meeting. The Board regularly monitors risks arising from climate-related eventsuses a common talent assessment format for each individual. The assessment includes a development plan for each individual that impact our business, such as wildfires,is then reviewed by the Compensation and provides direction and guidance to management on the mitigation of these risks. The Board oversees the impact of environmental legislation and regulation on the Company’s clean energy strategy and monitors progress on key objectives related to renewable energy, distributed generation, transportation electrification, energy efficiency, and climate change, among other areas. In addition, the Board approves capital budgets that reflect allocation decisions for grid modernization, transportation electrification, energy storage and customer-facing programs.Executive Personnel Committee. The Board also reviews corporate goals relatedconsiders external CEO succession candidates from time to safety, reliability, grid modernization, capital spending,time and diversitymay retain an executive search firm to ensure that they advance the Company’s strategy.help identify and assess potential candidates.

The BoardWe also oversees the Company’s diversity and inclusion initiatives, executive diversity, succession and talent planning, and corporate culture. In 2019,provide the Board reviewed diversity metrics, cultural initiativeswith opportunities to become acquainted with the senior officers and talent development opportunities. Discussions atothers who may have the potential to handle significant management positions. This occurs through presentations to the Board level involved a holistic viewand Board committees, director education sessions, other business interactions, and social events intended for this purpose. The Compensation and Executive Personnel Committee annually assesses senior leadership talent and their potential successors, our development plans for these individuals, and the diversity of the employee experience as well as discussion of both current strengths and opportunities.succession pipeline.

Many of our directors participate in leadership and employee resource group (“ERG”) programs to support the Company’s diversity and inclusion initiatives. The Company also supports the Board’s participation in facility tours to better understand our operations and wildfire mitigation activities and engage directly with employees. Directors participated in the following programs and tours in 2019:30       www.edison.com

Leadership Programs ●Leadership Council (senior management) ●Edge Program (high-potential leaders) ●Women’s Leadership Dinner (executives and other leaders)

ERG Programs ●Edison Roundtable (women in the workplace focus) ●Joint LEAD and Lighthouse Meeting (Latino and LGBTQ focus) ●Networkers Meeting (African American focus)

Facility Tours ●Alternate Grid Control Center (system management) ●Big Creek Hydroelectric Project (generation, vegetation and forest management) ●Distribution Operations Center (system reliability) ●Emergency Operations Center (wildfire mitigation) ●Reliability Operations Center (predictive analytics)

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OUR CORPORATE GOVERNANCECorporate Governance

Diversity, Equity and Inclusion

The Board’s commitment to review and guide management on our corporate culture and DEI initiatives is also reflected in our Corporate Governance Committee is responsible for reviewingGuidelines. The Board reviews the Company’s DEI progress semi-annually, and monitors our commitments, metrics and trends related to workforce representation, pay equity, advancement opportunities and culture/employee sentiment. The Board provided guidance to management in advance of the Company’s release of its DEI Report, and reviewed the subsequent actions taken, feedback received and progress on the Company’s initiatives. The Board will continue to monitor our DEI commitments to enhance transparency and accountability.

Board members are also invited to participate in leadership and employee-led business resource group (“BRG”) programs throughout the year to support our DEI initiatives. In 2020, Mr. Sullivan, Mr. Taylor, and Ms. Smith participated in a virtual EIX leadership council meeting with our senior management, and Mses. Beliveau-Dunn, Chang, Smith and Stuntz participated in a virtual women’s leadership forum and a virtual BRG program focused on women in the workplace, each of which allowed them to share their experiences and engage directly with employees.

Political Engagement and Disclosure

Political developments can have a significant ESG trends that may impact on the Company and ensuringour stakeholders. Therefore, we participate in the political process through regular engagement with public officials and policy makers, and by making contributions to candidates, parties and political action committees from across the political spectrum that support policies that help advance our business strategy, including clean energy and efficient electrification.

We will only make political contributions that comply with the law and adhere to our Political Contribution Policy. All contributions are approved by the most senior officer responsible for government affairs or the President and CEO, and any contribution that exceeds $1 million must be approved by the Board or its Audit and its committees haveFinance Committee. The Audit and Finance Committee annually reviews our Political Contribution Policy and our corporate political contribution budget for the appropriate oversightupcoming year, and semi-annually reviews a report of relevant ESG issues. Board committees comprised entirely of independent directors have responsibility for risk and operational oversightall political expenditures of the specific ESG-related issues outlined below.EIX companies.

AUDIT AND FINANCE COMMITTEE In response to the January 6, 2021 attack on the U.S. Capitol, we announced a pause on all contributions from the EIX Political Action Committee (“EIPAC”) for the first quarter of 2021 and implemented an indefinite freeze in EIPAC contributions to members of Congress who voted not to certify a state’s electoral college results. We plan to update our Political Contribution Policy to expressly anchor our political engagement to the Company’s core values. Our Political Contribution Policy and expenditure reports are available at www.edison.com/corpgov. In 2020, the Center for Political Accountability assessed our disclosures for its annual CPA-Zicklin Index of Corporate Political Disclosure and Accountability, and continued to designate EIX as a “Trendsetter” (its highest designation). Edison International 2021 Proxy Statement       31 ●Key risks related to wildfires and climate change ●Key risks related to reliability, safety and public policy ●Political and charitable contributions ●Employee helpline data and ethics survey results on Company culture ●Capital spending

GOVERNANCE COMMITTEE ●Board composition and diversity ●Significant ESG trends and Board and committee oversight of relevant ESG issues ●Shareholder outreach efforts on ESG issues

COMPENSATION COMMITTEE ●Incentive compensation plans and goals ●Executive talent development

SAFETY AND OPERATIONS COMMITTEE ●Safety culture, goals and risks ●Employee, contractor and public safety ●Electric system reliability ●Cyber and physical security ●Wildfires

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DIRECTOR COMPENSATION Director Compensation

The following table presents information regarding the compensation paid for 20192020 to our non-employee directors. The compensation paid to any directorMr. Pizarro, who is also an employee of EIX, or SCE is presented in the EIX and SCE Summary Compensation TablesTable and the related explanatory tables.

DIRECTOR COMPENSATION TABLEDirector Compensation Table – FISCAL YEAR 2019Fiscal Year 2020

Name		Fees Earned or Paid in Cash ($)		Stock Awards(1)(2) ($)		Option Awards(3) ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) ($)		All Other Compensation(5) ($)		Total ($)		Fees Earned or Paid in Cash ($)		Stock Awards(1)(2) ($)		Option Awards(3) ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) ($)		All Other Compensation(5) ($)		Total ($)
Jeanne M. Beliveau-Dunn		122,500		152,540		—		—		—		—		275,040		122,500		152,504		—		—		—		400		275,404
Michael C. Camuñez		122,500		152,528		—		—		—		10,000		285,028		122,500		152,504		—		—		—		9,000		284,004
Vanessa C.L. Chang		142,500		152,528		—		—		20,698		10,000		325,726		142,500		152,504		—		—		42,049		10,000		347,053
James T. Morris		122,500		152,528		—		—		4,566		2,500		282,094		122,500		152,504		—		—		11,087		5,000		291,091
Timothy T. O’Toole		133,750		152,528		—		—		2,909		10,000		299,187		137,500		152,504		—		—		8,304		10,000		308,308
Carey A. Smith		30,625		38,189		—		—		49		—		68,863		122,500		152,504		—		—		2.115		2,500		279,619
Linda G. Stuntz		137,500		152,528		—		—		2,451		10,000		302,479		137,500		152,504		—		—		4.643		10,000		304,647
William P. Sullivan		197,500		227,553		—		—		—		10,000		435,053		197,500		227,505		—		—		—		10,000		435,005
Ellen O. Tauscher(6)		68,750		152,528		—		—		15		—		221,293
Peter J. Taylor		142,500		152,528		—		—		—		10,000		305,028		143,750		152,504		—		—		—		9,000		305,254
Keith Trent		122,500		152,528		—		—		238		6,500		281,766		122,500		152,504		—		—		939		10,000		285,943
Brett White(6)		61,250		—		—		—		7,919		—		69,169

(1)	The amounts reported for stock awards reflect the aggregate grant date fair value of those awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate the amounts reported, see Note 9 (Compensation and Benefit Plans) to the Consolidated Financial Statements included as part of the Company’s 2019EIX and SCE combined Annual Report.Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”). The assumptions and methodologies used to calculate the grant date fair value of deferred stock units were the same as those discussed in such Note 9 for calculating the grant date fair value of restricted stock units.
(2)	Each non-employee director, other than Messrs.Mr. Sullivan and White and Mses. Beliveau-Dunn and Smith, was granted a total of 2,3992,619 shares of EIX Common Stock or fully-vested deferred stock units on April 25, 2019,23, 2020, and each share or unit had a valueof $63.58value of $58.23 on the grant date. Mr. WhiteSullivan was not eligible for a grant because of his resignation from the Board. Mr. Sullivan wasgranted 2,399granted 2,619 fully-vested deferred stock units in connection with his re-election to the Board and 1,1801,288 fully-vested deferred stock units in connection with his re-appointment as Chair of the EIX Board, for a total grant of 3,5793,907 units on April 25, 2019.Each23, 2020. Each deferred stock unit granted to Mr. Sullivan had a value of $63.58 on the grant date. Ms. Beliveau-Dunn was granted 2,547 fully-vested deferred stock units on February 28, 2019 in connection with her initial election to the Board, and each unit had a value of $59.89 on the grant date. Ms. Smith was granted 529 fully-vested deferred stock units on October 24, 2019 in connection with her initial election to the Board, and each unit had a value of $72.19$58.23 on the grant date. None of the non-employee directors had unvested stock units as of December 31, 2019.2020.
(3)	We have not granted stock options to our non-employee directors since 2009. None of the non-employee directors had EIX stock options outstanding as of December 31, 2019.2020.
(4)	Amounts reported consist of interest on deferred compensation account balances considered under SEC rules to be at above-market rates.
(5)	EIX has a matching gift program that provides dollar-for-dollar matching gifts of at least $25 up to a prescribed maximum amount per calendar year for the Company’s employees and EIX and SCE directors. Most tax-exempt public charities under section 501(c)(3) of the Internal Revenue Code and U.S. governmental subdivisions as provided by section 170(c)(1) of the Internal Revenue Code are eligible for matching gifts; exceptions include political organizations, organizations that discriminate, and religious and fraternal organizations that serve only their membership. The amounts in this column reflect matching gifts made by EIX pursuant to this program for 20192020 gifts by directors. EIX matches each director’s aggregate contributions up to $10,000 per calendar year to eligible organizations. Under the Director Matching Gift Program, matching amounts for non-cash gifts are determined based on the value of the gift on the date given by the director. For purposes of determining the date on which a gift of publicly-traded stock is given, the date is based on the date stock ownership transfers to the organization.
(6)

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Ms. Tauscher passed away on April 29, 2019. Mr. White retired from the Board on April 25, 2019.