SCHWAB CHARLES CORP
For the period ended May 23, 2024. Filed Apr 5, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 23, 2024 · Filed Apr 5, 2024
Contents
Proxy Statement Summary
The Board of Directors (the board) of The Charles Schwab Corporation (the company) is making the solicitation for proxies to be voted at the 2024 Annual Meeting of Stockholders to be held on May 23, 2024 (the annual meeting). These proxy materials were first made available to stockholders on or about April 5, 2024.
This summary highlights information contained in the proxy statement. This summary does not contain all of the information that you should consider, and you should review all of the information contained in the proxy statement before voting.
Annual Meeting of Stockholders
| Date & Time May 23, 2024 at 11 a.m. CT | Record Date March 25, 2024 | Location www.proxydocs.com/SCHW | ||
| Voting Stockholders as of the record date are entitled to vote. Each share of voting common stock is entitled to one vote.* Attending the Meeting Please follow the meeting attendance instructions contained in the proxy statement on page 86. | * Unless otherwise specified, references to “common stock” in this proxy statement do not include non-voting common stock. | |||
|---|---|---|---|---|
Voting Proposals
| Board Recommendation | Page | |
|---|---|---|
| Election of Directors | ||
| Walter W. Bettinger II | FOR | 16 |
| Joan T. Dea | FOR | 18 |
| Christopher V. Dodds | FOR | 19 |
| Bharat B. Masrani | FOR | 24 |
| Charles A. Ruffel | FOR | 26 |
| Ratification of Independent Auditors | FOR | 36 |
| Advisory Approval of Named Executive Officer (NEO) Compensation | FOR | 39 |
| Stockholder Proposal Requesting Changes to the Executive Compensation Program | AGAINST | 76 |
| Stockholder Proposal on Workforce Discrimination Risk Oversight and Impact | AGAINST | 79 |
| Stockholder Proposal on Pay Equity Disclosure | AGAINST | 82 |
HOW TO VOTE
| Internet | Telephone | During the Meeting | |
|---|---|---|---|
| Visit www.proxydocs.com/SCHW and follow the instructions on the website. | Call (866) 485-0358 and follow the instructions on your proxy card or your voting instruction form. | Sign, date and mail your proxy card or your voting instruction form. | While we encourage you to vote before the meeting, stockholders may vote online during the meeting by following the instructions on page 87. |
| THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 1 |
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Director Nominees
We ask that you vote for the election of Walter W. Bettinger II, Joan T. Dea, Christopher V. Dodds, Bharat B. Masrani and Charles A. Ruffel. The following table provides summary information on these nominees. Complete biographical information is contained in the proxy statement.
| Name · Age · Director Since · Occupation · Skills · Independent · Committees | |||||
|---|---|---|---|---|---|
| Walter W. Bettinger II | 63 | 2008 | Co-Chairman and Chief Executive Officer, The Charles Schwab Corporation | Financial services expertise and leadership experience | |
| Joan T. Dea | 60 | 2017 | Founder and Managing Director, Beckwith Investments LLC | Investment and consulting expertise, strategic planning, and leadership experience | Compensation, Nominatingand CorporateGovernance |
| Christopher V. Dodds | 64 | 2014 | Co-Founder and Managing Member, Crown Oak Advisors LLC | Leadership skills, knowledge of the financial service industry, and financial and accounting experience | Risk |
| Bharat B. Masrani | 67 | 2020 | Group President and Chief Executive Officer, The Toronto-Dominion Bank | Financial services expertise and international business and leadership experience | Risk |
| Charles A. Ruffel | 68 | 2018 | Managing Partner, Kudu Investment Management, LLC | Financial services and asset management expertise and leadership experience | Risk |
| 2 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |
Independent Auditors
We ask that you ratify the appointment of Deloitte & Touche LLP and the member firms of Deloitte Touche Tohmatsu Limited (collectively referred to as Deloitte) as the company’s independent registered public accounting firm for the 2024 fiscal year. While the Audit Committee has the sole authority to retain the independent auditors, we are asking for your ratification as part of the Audit Committee’s evaluation process of the independent registered public accounting firm for the next fiscal year.
Fees for services provided by Deloitte in the last two fiscal years were:
| 2023 | 2022 | |
|---|---|---|
| Audit Fees | $11,532,307 | $11,172,248 |
| Audit-Related Fees | 4,342,211 | 4,175,673 |
| Tax Fees | 45,400 | 109,179 |
| All Other Fees | — | — |
| Total | $15,919,918 | $15,457,100 |
Executive Compensation
We ask that you approve, on an advisory basis, the compensation of our NEOs. The NEOs are those executive officers listed in the 2023 Summary Compensation Table (the 2023 SCT). The advisory approval of NEO compensation is required by federal law, and while the vote is not binding, the Compensation Committee considers the vote as part of its evaluation of executive compensation programs.
The executive compensation program supports the company’s strategic objectives through the following design principles:
| Pay for Performance | Stockholder Value Creation | Risk Management |
|---|---|---|
| ◾ Link executives’ pay with company financial and stock price performance. ◾ Reward executives for individual performance. | ◾ Promote profitable growth that delivers on the annual and long-term operating plan. ◾ Attract, retain, and reward talented executives. | ◾ Create appropriate balance of risk and reward. ◾ Ensure effective governance and risk management practices are in place. |
The Compensation Committee is dedicated to delivering a robust and balanced executive compensation program, in support of a strong link between executive pay and the company’s financial performance. The executive compensation program uses three compensation elements: base salary, annual cash incentives, and long-term equity-based incentives (LTIs).
Given the company’s financial performance in 2023, the Compensation Committee approved funding at 72.96% of the target award for the NEOs for annual cash incentives. The performance goal for performance-based restricted stock units (PBRSUs) granted in 2023 was set at Return on Tangible Common Equity (ROTCE) exceeding the Cost of Equity (COE); this aligns the executives’ incentives with the long-term interests of stockholders. The PBRSUs have cliff-vesting based on a three-year performance period.
| THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 3 |
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Summary compensation information for the NEOs is contained in the following table. As discussed in the proxy statement, these amounts are presented in accordance with accounting assumptions and Securities and Exchange Commission (SEC) rules, and the amount that the executive actually receives may vary from what is reported in the equity columns of the table.
2023 Summary Compensation
| Name and Principal Position | Salary($) | Bonus ($) | StockAwards($) | OptionAwards($) | Non-EquityIncentive PlanCompensation($) | All OtherCompensation($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Walter W. Bettinger II Chief Executive Officer and Co-Chairman | 1,500,000 | — | 10,950,019 | 7,300,015 | 4,104,000 | 17,710 | 23,871,744 |
| Peter B. Crawford Managing Director and Chief Financial Officer | 721,154 | — | 1,920,002 | 1,280,010 | 1,052,308 | 17,465 | 4,990,939 |
| Joseph R. Martinetto Managing Director and Chief Operating Officer | 921,154 | — | 3,720,042 | 2,480,020 | 2,016,222 | 17,614 | 9,155,052 |
| Richard A. Wurster President | 984,615 | — | 4,800,004 | 3,200,004 | 2,155,126 | 17,614 | 11,157,363 |
| Charles R. Schwab Co-Chairman | 884,616 | — | 3,000,041 | 2,000,016 | 1,613,539 | 17,518 | 7,515,730 |
Stockholder Proposals
There are three stockholder proposals to vote on that are described in the proxy statement.
| 4 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.