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Corporate Governance Highlights

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Board Oversight

Board Size 11
Independent Directors 10
Average Tenure 6.7 Years
Average Age 62.5 Years
Mandatory Director Retirement Age 72 Years

As of March 17, 2023

INDEPENDENT BOARD COMMITTEES Audit and Finance
Compensation and Executive Personnel
Nominating and Governance
Safety and Operations
INDEPENDENT BOARD CHAIR Since 2016
DIRECTOR ETHICS COMPLIANCE CODE Yes
DIRECTOR ORIENTATION AND CONTINUing EDUCATION PROGRAMS Yes
BOARD AND COMMITTEE SELF-EVALUATIONS Annually
CEO/EXECUTIVE SUCCESSION AND TALENT PLANNING At least annually
SCHEDULED BOARD MEETINGS At least 6 per year
INDEPENDENT DIRECTOR AND EXECUTIVE SESSIONS At least 6 per year
STRATEGY, RISK, OPERATIONS AND ESG Reviewed regularly

Shareholder rights

ELECTION OF DIRECTORS Annually
MAJORITY VOTING FOR DIRECTORS IN UNCONTESTED ELECTIONS Yes
SHAREHOLDERS ABILITY TO ACT BY WRITTEN CONSENT Yes
SHARE OWNERSHIP REQUIREMENT TO CALL SPECIAL MEETINGS 10%
ADVISORY VOTE ON EXECUTIVE COMPENSATION Annually
PROXY ACCESS FOR DIRECTOR ELECTIONS Market standard terms

Executive compensation

What We Do

  • Tie pay to performance
  • Target market median for base salary and incentive pay
  • Benchmark executive pay to recognized industry index
  • Double-trigger change in control provisions for equity award vesting
  • Recoupment policy for incentive compensation
  • Rigorous stock ownership guidelines

What We Do not do

  • No excise tax gross-ups on change in control payments
  • No stock option repricing
  • No pledging of EIX securities by directors or executive officers
  • No short sales, derivatives trading or hedging of EIX securities by directors or employees
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