SCHWAB CHARLES CORP
For the period ended May 22, 2025. Filed Apr 4, 2025.
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 22, 2025 · Filed Apr 4, 2025
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 2025 Annual Meeting of Stockholders to be held on May 22, 2025 (the annual meeting). These proxy materials were first made available to stockholders on or about April 4, 2025.
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 22, 2025 at 11 a.m. CT | Record Date March 24, 2025 | 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.(1) Attending the Meeting Please follow the meeting attendance instructions contained in the proxy statement on page 82. | (1) Unless otherwise specified, references to “common stock” in this proxy statement do not include non-voting common stock. | |||
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Voting Proposals
| Proposal | Board Recommendation | Page |
|---|---|---|
| Election of Directors | ||
| John K. Adams, Jr. | FOR | 18 |
| Stephen A. Ellis | FOR | 23 |
| Arun Sarin | FOR | 28 |
| Charles R. Schwab | FOR | 29 |
| Paula A. Sneed | FOR | 31 |
| Ratification of Independent Auditors | FOR | 37 |
| Advisory Approval of Named Executive Officer (NEO) Compensation | FOR | 40 |
| Stockholder Proposal Requesting Declassification of the Board of Directors | AGAINST | 79 |
HOW TO VOTE
| Internet | Telephone | During the Meeting | |
|---|---|---|---|
| Visit www.proxydocs.com/SCHW and follow the instructionson 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 83. |
| THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 1 |
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Director Nominees
We ask that you vote for the election of John K. Adams, Jr., Stephen A. Ellis, Arun Sarin, Charles R. Schwab, and Paula A. Sneed. 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 | |||||
|---|---|---|---|---|---|
| John K. Adams, Jr. | 69 | 2015 | Former Managing Director, Financial Institutions Group, UBS Investment Bank | Financial services expertise and investment banking experience | Audit |
| Stephen A. Ellis | 62 | 2012 | Managing Partner, TPG Inc. | Leadership skills and global management consulting experience | Audit, NominatingandCorporateGovernance |
| Arun Sarin | 70 | 2009 | Former Chief Executive Officer, Vodafone Group Plc | Public company knowledge and leadership experience | Nominatingand CorporateGovernance,Risk |
| Charles R. Schwab | 87 | 1986 | Co-Chairman, The Charles Schwab Corporation | Founder of The Charles Schwab Corporation | |
| Paula A. Sneed | 77 | 2002 | Chairman and Chief Executive Officer, Phelps Prescott Group, LLC | Marketing skills and management and executive leadership experience | Compensation |
Independent Auditors
We ask that you ratify the appointment of Deloitte & Touche LLP (Deloitte) as the company’s independent registered public accounting firm for the 2025 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 and the member firms of Deloitte Touche Tohmatsu Limited in the last two fiscal years were:
| 2024 | 2023 | |
|---|---|---|
| Audit Fees | $11,598,350 | $11,532,307 |
| Audit-Related Fees | 2,422,900 | 4,342,211 |
| Tax Fees | 31,500 | 45,400 |
| All Other Fees | 4,600 | — |
| Total | $14,057,350 | $15,919,918 |
| 2 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |
Recognition and Awards
We are honored to be the recipients of a number of awards and recognitions, including those listed below.
| § | StockBrokers.com recognized the company as Best Overall Broker for 2024 performance in its 2025 Annual Awards. |
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| § | For the second year in a row, U.S News & World Report recognized the company as the Best Investing Platform Overall in its 2024 U.S News Money Awards. |
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| § | TD Ameritrade, now part of the company, ranked #1 and Charles Schwab ranked #2 among do-it-yourself investors nationwide in the J.D. Power 2024 U.S. Self-Directed Investor Satisfaction Study. |
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| § | For the 12th year in a row, Investor’s Business Daily recognized the company as a Best Online Broker in its 2024 rankings. |
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| § | Newsweek recognized both TD Ameritrade and Charles Schwab for America’s Best Customer Service 2025 in its 2025 rankings. |
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| § | Investor’s Business Daily named Charles Schwab Bank (CSB) #1 for Most Trusted Financial Companies and #1 in the Best Banks category. |
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| § | The company ranked #1 in the Trader App, Desktop Stock Trading Platform, Bond Research, Research, and High Net Worth Investors categories of StockBrokers.com’s 2024 Broker Industry Award rankings. |
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| § | For the eighth year in a row, Points of Light, the world’s largest organization dedicated to volunteer service, recognized the company as one of America’s 50 most community-minded companies. |
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Company Strategy
The company’s strategy emphasizes placing clients’ perspectives, needs, and desires at the forefront by seeing the business through clients’ eyes. Because investing plays a fundamental role in building financial security, the company strives to deliver a better investing experience for its clients – individual investors and the people and institutions who serve them – by disrupting longstanding industry practices on their behalf and providing superior service. In pursuing this strategy, the company:
| § | offers a broad range of products and solutions to meet client needs with a focus on transparency, value, service, and trust; |
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| § | combines its scale and resources with ongoing expense discipline to keep operating costs low and ensure that products and solutions are affordable as well as responsive to client needs; and |
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| § | seeks to build stockholder value over time. |
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The company’s “Through Clients’ Eyes” strategy is based on the principle that developing trusted relationships will translate into more assets from both new and existing clients, ultimately driving more revenue and, along with expense discipline and thoughtful capital management, will generate earnings growth and build long-term stockholder value.
| THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 3 |
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2024 Company Performance Highlights
In pursuing the “Through Clients’ Eyes” strategy, the company achieved the following performance results for 2024:
| Total Client Assets $10.1 trillion 19% increase year-over-year | Net Income $5.9 billion | Active Brokerage Accounts 36.5 million 5% increase year-over-year |
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| Diluted EPS: $2.99 Adjusted Diluted EPS(1): $3.25 | ROCE: 15% ROTCE(1): 35% | Core Net New Assets $367 billion 20% increase year-over-year |
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| (1) | For reconciliation of our results as reported under U.S. generally accepted accounting practices (GAAP) to non-GAAP financial measures, including diluted earnings per common share (EPS) to adjusted diluted EPS and return on average common stockholder’s equity (ROCE) to return on tangible common equity (ROTCE), please see Appendix A beginning on page A-1. |
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 2024 Summary Compensation Table (the 2024 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).
| 4 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |
Based on the company’s financial performance in 2024, the Compensation Committee approved funding at 117.69% of the target award for the NEOs for annual cash incentives. The performance goal for performance-based restricted stock units (PBRSUs) granted in 2024 was set at 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.
For more information on executive compensation, please see “Compensation Discussion and Analysis” beginning on page 40 and “Executive Compensation Tables” beginning on page 58.
Stockholder Proposals
There is one stockholder proposal to vote on that is described in the proxy statement.
| THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 5 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.