Utility veteran Susan Hardwick joins Edison (NYSE: EIX) boards
Rhea-AI Filing Summary
Edison International expanded its Board of Directors from 11 to 12 members and elected M. Susan Hardwick as an independent director effective April 23, 2026. She will also serve on the Southern California Edison board.
Hardwick joins the Audit and Finance Committee and the Compensation and Executive Personnel Committee and will be paid under the existing director compensation schedule for Edison International and Southern California Edison. The Board also amended the company’s Bylaws to clarify that an officer may perform the duties of designated officer roles without holding the specific title and to update how duties are shared among the Chief Financial Officer, Controller and Treasurer.
Positive
- None.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
independent director financial
Audit and Finance Committee financial
Compensation and Executive Personnel Committee financial
Bylaws regulatory
Regulation FD Disclosure regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(
(Address of principal executive offices, including zip code)
(
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[
[
[
[
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
LLC | |||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2026, the Board of Directors (the “Board”) of Edison International (“EIX”) increased the size of the Board from 11 to 12 members and elected M. Susan Hardwick as an independent director of EIX, effective April 23, 2026. Ms. Hardwick will serve on the Audit and Finance Committee of the Board and the Compensation and Executive Personnel Committee of the Board (“Compensation Committee”).
In connection with her service, Ms. Hardwick will be compensated as a non-employee director pursuant to the EIX and Southern California Edison (“SCE”) Director Compensation Schedule.
On April 23, 2026, EIX also announced the following executive changes:
| ● | Maria Rigatti, Executive Vice President and Chief Financial Officer of EIX, will resign from her position as Chief Financial Officer of EIX effective July 3, 2026 and retire from EIX effective September 1, 2026. Ms. Rigatti will continue as an Executive Vice President of EIX through her retirement date. |
| ● | Aaron D. Moss, age 55, currently Senior Vice President and Chief Financial Officer of SCE, has been elected to serve as Executive Vice President and Chief Financial Officer of EIX, effective at the close of business on July 3, 2026. Mr. Moss has served as Senior Vice President and Chief Financial Officer of SCE since 2022, and previously served as Vice President and Controller of EIX from 2016 to 2022 and SCE from 2017 to 2021. |
In connection with Mr. Moss’s appointment, the Compensation Committee approved the following compensation actions:
| ● | Mr. Moss’s annual salary will be $730,000, effective July 4, 2026. |
| ● | Mr. Moss’s target annual incentive amount under the EIX Executive Incentive Compensation Plan (“EICP”) will continue to be determined as a percentage of his annual base salary, with the maximum annual incentive amount being two times the target annual incentive amount. Mr. Moss’s new target annual percentage will be 85%, effective July 4, 2026. The amount payable under the EICP with respect to 2026 will be prorated to reflect this mid-year adjustment. |
| ● | Mr. Moss’s 2026 long-term incentive awards under the EIX 2007 Performance Incentive Plan will be supplemented, effective September 30, 2026, by an additional long-term incentive award with a grant date fair value of approximately $603,196, with such value allocated 25% to EIX non-qualified stock options, 25% to EIX restricted stock units and 50% to EIX performance shares, all subject to the same terms and conditions as the long-term incentive awards previously granted to Mr. Moss in 2026. |
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 23, 2026, the Board amended the Bylaws of EIX to (i) explicitly state the Board may designate an officer to function as, and perform the duties of, any Designated Officer listed in Article IV, Section 1 without conferring the specific title upon such officer; (ii) modify the description of the Chief Financial Officer’s duties in Article IV, Section 11 to note the Chief Financial Officer shall perform the duties of the Controller or the Treasurer under the circumstances described therein; (iii) modify the description of the Controller’s duties in Article IV, Section 15 to note the Controller shall perform the duties of the Chief Financial Officer under the circumstances described therein; and (iv) modify the description of the Treasurer’s duties in Article IV, Section 17 to remove language that previously stated the Treasurer shall perform the duties of the Chief Financial Officer in such officer’s absence or disability.
The foregoing description of the amendments to the Bylaws of EIX is qualified in its entirety by reference to the revised Bylaws, which are filed as Exhibit 3.1 to this report and are incorporated herein by reference.
Item 7.01Regulation FD Disclosure
EIX issued a press release announcing the election of Ms. Hardwick to the Board (furnished as Exhibit 99.1 to this report).
Item 9.01Financial Statements and Exhibits
(d) | Exhibits |
EXHIBIT INDEX
| ||
Exhibit No. | | Description |
3.1 | EIX Bylaws, as amended effective April 23, 2026. | |
99.1 | EIX Press Release re: Election of Director dated April 23, 2026. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EDISON INTERNATIONAL | |
(Registrant) | |
/s/ Kara G. Ryan | |
Kara G. Ryan | |
Vice President, Chief Accounting Officer and Controller |
Date: April 23, 2026
Exhibit 99.1
NEWS
Investor Relations: Sam Ramraj, (626) 302-2540
Media Contact: (626) 302-2255
News@sce.com
M. Susan Hardwick Joins Edison International, Southern California Edison
Board of Directors
ROSEMEAD, Calif., April 23, 2026 — Edison International (NYSE: EIX) and Southern California Edison announced that, effective today, M. Susan Hardwick has been elected by the boards of directors of each company to serve as an independent director of both companies.
Hardwick brings more than 35 years of leadership experience across regulated utilities and energy and professional services, including senior executive roles as a public company chief executive and chief financial officer. She offers deep expertise in utility operations, safety, finance, capital allocation, enterprise risk management, customer service and regulatory affairs.
Most recently, Hardwick served as CEO of American Water Works Company, Inc., the nation’s largest publicly traded water and wastewater utility, from 2022 until her retirement from executive management in May 2025. She previously served as president, executive vice president and chief financial officer of American Water and spent nearly two decades at Vectren Corporation, a regulated electric and gas utility holding company, where she held a series of senior roles in finance and executive leadership.
“With her extensive experience leading regulated utilities through complex operational, financial and regulatory environments, Susan will be a strong addition to our boards,” said Peter J. Taylor, Edison International board chair. “Her background in capital investment, risk management and long-term infrastructure planning aligns well with our focus on safety, reliability and disciplined execution.”
“Susan’s career reflects deep financial expertise and a strong customer and regulatory perspective,” said Pedro J. Pizarro, president and CEO of Edison International. “We welcome her and look forward to the insights she will bring as we continue advancing affordable, reliable, resilient and clean energy for the communities we serve.”
During her tenure as CEO of American Water, Hardwick led sustained capital investment focused on infrastructure renewal and system resiliency, advanced a long-term enterprise capital plan, and oversaw acquisitions of water and wastewater systems across multiple regulated states. Earlier in her career, she served as a senior manager at Arthur Andersen & Co. and progressed through corporate finance and accounting leadership roles at Cinergy Corporation.
Hardwick holds a bachelor’s degree from Indiana University and is a Certified Public Accountant (inactive). She currently serves on the boards of Core & Main, Inc., Tetra Tech, Inc., and New Jersey Resources Corporation.
About Edison International
Edison International (NYSE: EIX) is one of the nation’s largest electric utility holding companies, focused on providing clean and reliable energy and energy services through its independent companies. Headquartered in Rosemead, Calif., Edison International is the parent company of Southern California Edison Company, a utility
delivering electricity to 15 million people across Southern, Central and Coastal California. Edison International is also the parent company of Trio (formerly Edison Energy), a portfolio of nonregulated competitive businesses providing integrated sustainability and energy advisory services to large commercial, industrial and institutional organizations in North America and Europe.
###
