SCHWAB CHARLES CORP
For the period ended May 22, 2025. Filed Apr 4, 2025.
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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 22, 2025 · Filed Apr 4, 2025
Contents
Pay Versus Performance
In accordance with SEC rules, the following table sets forth information with respect to how “compensation actually paid” (CAP) for our NEOs aligns with company performance. CAP is an
SEC-defined
term that does not necessarily reflect the amounts realized by the NEOs or how the Compensation Committee evaluates the link between company performance and NEO compensation. In addition, a significant portion of CAP relates to changes in fair value of unvested awards over the course of each year. Unvested awards remain subject to vesting conditions and possible future declines in value based on changes in the price of our common stock. The ultimate value realized by our NEOs from unvested equity awards will not be determined until the awards vest. For further information regarding the executive compensation program, including how the Compensation Committee evaluates
pay-for-performance,
please refer to the “Compensation Discussion and Analysis” section of this proxy statement.
| Year1 · Summary Compensation Table Total for CEO2 · Compensation Actually Paid to CEO3 · Average Summary Compensation Table Total for Other NEOs2 · Average Compensation Actually Paid to Other NEOs3 · Value of Initial Fixed $100 Investment Based on:4 · Adjusted Diluted Earnings PerCommon Share (EPS)6 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return · Peer Group Total Shareholder Return · Net Income5 (000s) | ||||||||
| 2024 | $26,388,559 | $29,406,845 | $8,064,444 | $ 8,950,965 | $167 | $217 | $5,942 | $3.25 |
| 2023 | $23,871,744 | $ 4,173,708 | $8,204,771 | $ 1,878,242 | $153 | $169 | $5,067 | $3.13 |
| 2022 | $24,386,329 | $57,877,151 | $8,355,171 | $18,470,980 | $182 | $149 | $7,183 | $3.90 |
| 2021 | $21,938,404 | $41,631,785 | $9,121,613 | $14,041,967 | $182 | $166 | $5,855 | $3.25 |
| 2020 | $15,959,193 | $20,212,071 | $4,645,494 | $ 5,780,703 | $114 | $118 | $3,299 | $2.45 |
| (1) | Walter W. Bettinger II was the CEO and Peter B. Crawford, Joseph R. Martinetto, and Charles R. Schwab were also NEOs for each year presented. Richard A. Wurster was an NEO for 2024, 2023, 2022 and 2021; Jonathan M. Craig was an NEO for 2024 and 2020; and Michael D. Verdeschi was an NEO for 2024. |
| (2) | As reported in or, with respect to the non-CEO NEOs, the average of the amounts reported in, the “Total” column of the SCT (the SCT Total) for the applicable year. See the footnotes to the SCTs for further detail regarding the amounts in this column. |
| (3) | The SCT Total or, with respect to the non-CEO NEOs, the average of the SCT Totals reported for the applicable year, adjusted as follows in accordance with Item 402(v) of Regulation S-K: |
| Year · SCT Total Compensation · Minus SCT Equity Awards Totali · Plus Fair Value of Current Year Equity Awards at Year-Endii · Plus Change in Fair Value of Unvested Prior Year Equity Awardsii, iii · Plus Change in Fair Value of Equity Awards Vested in Current Yearii, iii · Plus Dividends Paid on Unvested RSUs · Equals Compensation Actually Paid | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | CEO | $26,388,559 | $18,250,037 | $19,425,742 | $2,794,556 | ($ | 951,975) | — | $29,406,845 | ||||||
| Other NEOs | $8,064,444 | $5,008,378 | $5,597,607 | $694,210 | ($ | 252,100) | $155,182 | $8,950,965 | |||||||
| (i) | Amounts in this column reflect the totals or, with respect to the non-CEO NEOs, the average of the totals under the Stock Awards and Option Awards columns in the 2024 SCT. See the footnotes to the 2024 SCT for further detail regarding the amounts in this column. |
| (ii) | Fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Fair value of PBRSUs with unsatisfied performance conditions as of the applicable measurement date also reflects the probable outcome of the applicable performance conditions as of that date. Fair value of unvested options is based on the fair value of the options as of the applicable measurement date as determined using an options pricing model. If a vesting event is on a weekend or holiday, the next preceding day’s prices are used for valuation purposes. Dividend equivalents accumulating on unvested PBRSUs are included in the year-end fair value for the year in which the dividends are accrued. |
| (iii) | Changes in fair value are measured by comparing fair value as of the end of the applicable year or at vesting, as applicable, to the fair value as of the end of the prior year. |
| (4) | Cumulative total shareholder return (TSR) of the company and the Dow Jones U.S. Investment Services Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, assuming an initial investment of $100 in the company’s common stock on December 31, 2019 and reinvestment of dividends. |
| (5) | Net Income as reported in Part II, Item 8, “Financial Statements and Supplementary Data—Consolidated Statements of Income” of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
| 70 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |
Table of Contents
PAY VERSUS PERFORMANCE
| (6) | Adjusted Diluted EPS as reported on page 28 of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. For a reconciliation of diluted EPS in accordance with GAAP to the non-GAAP financial measure Adjusted Diluted EPS, please see Appendix A beginning on page A-1. |
In accordance with SEC rules, the following charts describe the relationship between CAP and the company’s financial performance as measured by our cumulative TSR, net income, and Adjusted Diluted EPS, as well as the relationship between our TSR and Peer Group TSR.
The following chart lists the financial performance measures that, in the company’s assessment, are the most important financial performance measures used by the company to link CAP to company performance for 2024. The way these measures, together with certain other performance measures, determine the amounts of incentive compensation paid to our NEOs is described above in the Compensation Discussion and Analysis. The order of the measures in this chart should not be interpreted as a ranking.
Measures Schwab Considers Important in Evaluating Executive Pay for Performance
Adjusted Diluted EPS
Return on Tangible Common Equity (ROTCE) / Cost of Equity (COE)
Stock Price
| THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 71 |
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
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