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Walter w bettinger ii email marketing

The bonuses stemmed primarily from a four-year incentive plan payable Dec. Premium Access. Tax Planning. Log In. EDT 2 Min Read. Close extra sharing options. Invest Insights. RIAs cast wary eye on Schwab's new hybrid digital advice plan. Some advisers expressed concern about the custodian now competing for the same clients they were courting with the institutional version of Schwab's robo.

By Suleman Din. Investment insights. TD Ameritrade jumps into price war with Fidelity and Schwab. By Suzanne Woolley. Battling for customers, Schwab slashes prices on 18 funds. The firm says its trading commission will be lower than even Vanguard's.

Charles R. Paula A. Ratification of Independent Auditors. Stockholder Proposal on Lobbying Payments. We ask that you vote for the election of John K. Ellis, Arun Sarin, Charles R. Schwab and Paula A. The following table provides summary information on these nominees; complete biographical information is contained in the proxy statement. Arun Sarin.

Fees for services provided by Deloitte in the last two fiscal years were:. Audit Fees. Audit-Related Fees. Tax Fees. All Other Fees. We ask that you approve on an advisory basis the compensation of our named executive officers. The named executive officers are those executive officers listed in the Summary Compensation Table.

The advisory approval of named executive officer 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. Key elements of compensation included:.

Base Salary. Annual Incentives. Long-Term Incentives. The PBRSUs were designed to transition to a three-year performance period and vesting schedule, with one-sixth vesting per year in the first two years and two-thirds in the third year. Summary compensation information for the named executive officers, including an additional individual who served as an executive officer for a portion of , 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 rules, and the amount that the executive actually receives may vary substantially from what is reported in the equity columns of the table.

Walter W. Bettinger II. President and Chief Executive Officer. Joseph R. Marie A. Terri R. James D. There are stockholder proposals to vote on that are described in the proxy statement. A complete list of registered stockholders will be available prior to the meeting at our principal executive offices at Main Street, San Francisco, California By Order of the Board of Directors,. The proxy statement and annual report to. Each share is entitled to one vote. Please vote as promptly as possible by following the instructions on your proxy card or voting instruction form.

You may vote by internet, telephone or mail in advance of the meeting by following the instructions on your proxy card or voting instruction form. You may obtain a legal proxy from your bank or broker. If you plan to vote at the virtual meeting, please send your legal proxy to our transfer agent, Wells Fargo Bank, N. If you plan to vote at the in-person meeting, please bring the legal proxy with you.

If you hold shares registered in your name e. You must register in advance to attend the annual meeting virtually via the internet or in person. To register, please go to:. You will be asked to provide your name, mailing address, email address and proof that you own Schwab shares such as the Schwab account number in which you hold the shares, or the name of the broker and number of shares that you hold in an account outside of Schwab. If you register in advance to attend the virtual annual meeting, we will email you information on how to access the area of www.

While you may watch the webcast without registering in advance, you will not be able to access the area of the website where you can ask questions and vote. If you plan to attend the in-person meeting, in accordance with our security procedures, you will be asked to present picture identification to enter the meeting. Attendance at the annual meeting is limited to stockholders or one named representative of a stockholder. Seating is limited and, therefore, admission to the in-person annual meeting is on a first-come, first-served basis.

If you will be naming a representative to attend the meeting on your behalf, the name, address and telephone number of that individual also must be provided. Nominees for directors this year are:. Each nominee is presently a director of the company and has consented to serve a three-year term. JOHN K. Adams, age 60, served as managing director in the Financial Institutions Group at UBS Investment Bank, a financial services firm, from until Prior to joining UBS, Mr.

He currently serves on the board of directors of Charles Schwab Bank and Navient Corporation, a loan management, servicing and asset recovery company. Adams is a nominee for election this year. She was a director and Chief Financial Officer of J. Bechtle has served as Chairman and a director of Sugar Bowl Corporation, a ski resort operator, since She was appointed a director of the Presidio Trust in and served as its Chairman through She also served as a director of the National Park Foundation from until and was its Vice Chairman from until Bechtle brings leadership skills and financial experience to the board, having served as Chief Financial Officer of J.

She has deep knowledge of the company and its business, having served on the board since Prior to assuming his current role, he served as President and Chief Operating Officer of the company. Bettinger joined the company in as part of the acquisition of The Hampton Company, which he founded in As Chief Executive Officer of the company, Mr. Bettinger works closely with the board in evaluating and enhancing the strategic position of the company. Butcher brings leadership skills and experience in complex financial transactions to the board as Chairman and Chief Executive Officer of Legacy Partners.

He has deep knowledge of the company and its business, having served on the board since Dodds, age 56, has served as a senior advisor at The Carlyle Group, a private equity firm, since From to , Mr. Dodds brings leadership skills, knowledge of the financial services industry, and financial and accounting experience.

He has deep knowledge of the company and its business, having served as its Chief Financial Officer from until , and as a director of Charles Schwab Bank since Ellis served as Chief Executive Officer of Asurion, LLC, a provider of consumer technology protection services, from through and continues to serve on its Board of Directors. Prior to Asurion, Mr.

Ellis joined Bain in Ellis is a nominee for election this year. MARK A. Goldfarb served on the Board of Trustees and as Chairman of the Audit Committee of Schwab Strategic Trust, a registered investment company, from until He is also a past president of Cascade Capital Corporation.

His financial expertise is critical for his role as Audit Committee Chairman. Haraf, age 67, serves as a special advisor for Promontory Financial Group, a financial consulting firm. He was a managing director of Promontory Financial Group from until From until , he served as Commissioner of the California Department of Financial Institutions. Haraf brings substantial financial services and regulatory experience to the board, having served as managing director of Promontory Financial Group, Commissioner of the California Department of Financial Institutions and a member of the Financial Stability Oversight Council.

Herringer, age 73, is the retired Chairman of the Board and Chief Executive Officer of Transamerica Corporation, a financial services company. From the date of the acquisition until , Mr. Herringer brings public company knowledge and leadership experience to the board, having served as Chairman and Chief Executive Officer of Transamerica, and his service at Transamerica and AEGON contribute to his knowledge of the financial services industry.

Herringer brings insights to the board from his service on other public company boards. Sarin, age 61, served as Chief Executive Officer of Vodafone Group Plc, a mobile telecommunications company, from until his retirement in Beginning in , he held a variety of management positions with Pacific Telesis Group, a telecommunications company, and AirTouch Communications, Inc.

In , Mr. He served as a non-executive director of the Court of the Bank of England from until Sarin is a nominee for election this year. Sarin brings public company knowledge and leadership experience to the board, having served as President and Chief Operating Officer of AirTouch Communications, Inc. He brings insights to the board from his service on other public company boards. Schwab, age 78, has been Chairman and a director of The Charles Schwab Corporation since its incorporation in Schwab served as Chief Executive Officer of the company from to and from until He served as Co-Chief Executive Officer of the company from to Schwab is Chairman of Charles Schwab Bank.

Schwab is a nominee for election this year. Schwab is the founder of the company, was the Chief Executive Officer of the company, and has been the Chairman since its inception. Sneed is a director of Airgas, Inc. Sneed is a nominee for election this year. She brings insights to the board through her service on other public company boards. Walther, age 80, has served as Chairman and Chief Executive Officer of Tusker Corporation, a real estate and business management company, since Walther served as Chairman and a director of First Republic Bank from until Wilson is a director of Hess Corporation, an integrated oil and gas company, and Synta Pharmaceuticals Corporation, a bio-pharmaceutical company.

He brings insights to the board as a director of other public company boards. We have considered the independence of each member of the board in accordance with New York Stock Exchange corporate governance standards. To assist us in our determination, we also adopted general guidelines for independence.

Based on our guidelines and New York Stock Exchange corporate governance standards, we have determined that the following directors are independent: John K. Bechtle, C. Preston Butcher, Christopher V. Dodds, Stephen A. Ellis, Mark A. Goldfarb, William S.

Haraf, Frank C. Herringer, Stephen T. Sneed, Roger O. Walther, and Robert N. These transactions with directors and their affiliates are made in the ordinary course of business and as permitted by the Sarbanes-Oxley Act of Such transactions are on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the lender and do not involve more than the normal risk of collectability or present other unfavorable features.

In addition to the relationships outlined above, the board considered the following types of relationships for the following directors:. Nancy H. Bechtle: The director serves as a director of a nonprofit organization to which the company, its affiliates or its charitable foundation have made donations. Mark A. Goldfarb: The director serves as managing partner of a firm which the company has engaged.

The director serves as a director of a nonprofit organization to which the company, its affiliates or its charitable foundation have made donations. Haraf: The director serves as a special advisor of a consulting firm which the company has engaged. Frank C. Board Leadership. The Chairman of the Board is Charles R. Bettinger serves as Chief Executive Officer. The Chairman of the Board approves the agenda for board meetings and leads the board in its discussions.

Schwab and Mr. Bettinger, as the only two management directors, do not participate in sessions of non-management directors. As provided in our Corporate Governance Guidelines, non-management directors meet regularly in executive session without management. The Chairman of the Nominating and Corporate Governance Committee presides over the executive sessions of non-management directors. Herringer, as Chairman of the Nominating and Corporate Governance Committee, leads the non-management directors in executive session.

The board has four standing committees Audit, Compensation, Nominating and Corporate Governance, and Risk that are composed entirely of independent directors and are chaired by independent directors. Risk Oversight. As part of its oversight functions, the Board of Directors is responsible for oversight of risk management at the company. The Compensation Committee, as described in the Compensation Discussion and Analysis, separately reviews the compensation program with respect to the potential impact of risk-taking by employees.

Board Structure and Committees. The authorized number of directors is currently fifteen and the company has fifteen directors. Five directors are nominees for election this year and ten directors will continue to serve the terms described in their biographies. Directors currently serve staggered terms. Each director who is elected at an annual meeting of stockholders serves a three-year term, and the directors are divided into three classes.

The board held seven meetings in As provided in our Corporate Governance Guidelines, we expect directors to attend the annual meeting of stockholders. In , fourteen of the fifteen directors attended the annual meeting. In addition to those standing committees, the board may from time to time establish ad hoc committees to assist in various matters. The Audit Committee held twelve meetings in and is composed of the following members: Mark A. Goldfarb Chairman , John K.

Dodds, William S. Haraf and Arun Sarin. None of the directors on the Audit Committee is or, during the past three years, has been an employee of The Charles Schwab Corporation or any of its subsidiaries. None of the Audit Committee members simultaneously serves on the audit committees of more than three public companies, including ours. The board has determined that all of the members of the Audit Committee are financially literate in accordance with New York Stock Exchange listing standards and that Mark A.

Goldfarb, Christopher V. Dodds and William S. Haraf are Audit Committee financial experts in accordance with Securities and Exchange Commission rules. The Audit Committee:. The Compensation Committee held six meetings in and is composed of the following members: Roger O. Walther Chairman , Nancy H. Bechtle, Frank C.

Herringer, Paula A. Sneed, and Robert N. The Compensation Committee:. The Nominating and Corporate Governance Committee held one meeting in and is composed of the following members: Frank C. Herringer Chairman , John K. Haraf, Stephen T. Walther and Robert N. The Nominating and Corporate Governance Committee:. Table of Contents The Risk Committee held five meetings in and is composed of the following members: Christopher V.

Dodds Chairman , John K. Ellis, William S. McLin and Robert N. The Risk Committee:. You also may obtain a paper copy of these items, without charge, from:. Assistant Corporate Secretary. Mailstop SFMN San Francisco, California Bettinger, who are employed by the company, receive no additional compensation for their service as directors.

In , non-employee directors received the following cash retainers and equity grants:. Cash Retainers. There are no fees for attendance at board or committee meetings, but the board retains the discretion to establish special committees and to pay a special retainer to the Chair and the members of any special committee.

Equity Grants. Terms and Conditions. Non-employee directors receive the annual grants of options and RSUs on the second business day after the annual meeting of stockholders. In the event a new non-employee director is elected to the board during the year, a pro-rata. Table of Contents amount of cash retainers and equity awards is granted to that individual for the first calendar year in lieu of the full amount.

The non-employee director equity grants are subject to the following terms and conditions:. Each stock option is designated as a nonqualified stock option and has an exercise price equal to the fair market value of common stock on the grant date. The company also has stock ownership guidelines for non-employee directors. A new director should reach this target level upon completing five years of service. Once this target level is reached, the director is deemed to meet this target so long as he or she continues to hold an equivalent number of shares as on the date the target level was met.

Shares owned outright, deferred shares and RSUs are counted in determining the threshold under our stock ownership guidelines, but stock options are not. This plan allows them to defer receipt of all or a portion of their cash retainers and, at their election, either to:. Table of Contents The company does not provide any non-equity incentive plans, defined benefit and actuarial pension plans, or other defined contribution retirement plans for non-employee directors.

The company does not offer above-market or preferential earnings under its nonqualified deferred compensation plans for directors. The following table shows compensation paid to each of our non-employee directors during Cash 1. Deferred into Restricted Stock Units or Options 2, 6. All Other Compen- sation 5. Preston Butcher.

Christopher V. William S. Stephen T. Roger O. Robert N. No member of the Compensation Committee is or has been an officer or employee of the company or any of its subsidiaries. There were no Compensation Committee interlocks as defined under Securities and Exchange Commission rules during The Board of Directors appointed Mr. Adams was originally recommended to the Nominating and Corporate Governance Committee as a potential director by the Chief Executive Officer and. Table of Contents other executive management.

The Nominating and Corporate Governance Committee, comprised of independent directors, recommended Mr. The Nominating and Corporate Governance Committee has a policy to consider candidates recommended by stockholders. When identifying director nominees, the board considers the qualifications and skills represented on the board. The Nominating and Corporate Governance Committee annually reviews the structure and size of the board to assure that the proper skills are represented on the board.

This assessment includes the effectiveness of board composition, including the qualifications, skills, and diversity represented on the board. Director Qualifications. In addition, the Nominating and Corporate Governance Committee believes that the following specific, minimum qualifications must be met by a nominee for the position of director:.

The committee also considers the following qualities and skills when making its determination whether a nominee is qualified for the position of director:. When evaluating a candidate for nomination, the committee does not assign specific weight to any of these factors or believe that all of the criteria necessarily apply to every candidate. The Nominating and Corporate Governance Committee reviews the appropriate skills and characteristics required of board members in the context of the current composition of the board.

Candidates considered for nomination to the Board of Directors may come from several sources, including current and former directors, professional search firms and stockholder recommendations. You must include your name and address in the written communication and indicate whether you are a stockholder of the company.

The Assistant Corporate Secretary will compile all communications, summarize lengthy, repetitive or duplicative communications and forward them to the appropriate director or directors. The Assistant Corporate Secretary will not forward non-substantive communications or communications that pertain to personal grievances, but instead will forward them to the appropriate department within the company for resolution.

In such cases, the Assistant Corporate Secretary will retain a copy of such communication for review by any director upon his or her request. The Audit Committee has the sole authority to hire, retain and terminate the independent auditors. The independent auditors report directly to the Audit Committee, and the Audit Committee is directly responsible for oversight of the work of the independent auditors.

The Audit Committee oversees fees paid to the independent auditors and pre-approves all audit, internal control-related and permitted non-audit services to be performed by the independent auditors. The Audit Committee evaluates the qualifications, performance and independence of the independent auditors, including the rotation and selection of the lead audit partner and whether it is appropriate to rotate the audit firm itself.

The Audit Committee and the Board of Directors believe that the retention of Deloitte for the fiscal year is in the best interests of the company and its stockholders. We expect representatives of Deloitte to attend the annual meeting of stockholders, where they will respond to appropriate questions from stockholders and have the opportunity to make a statement. Audit Fees 1.

Audit-Related Fees 2. Tax Fees 3. All Other Fees 4. In addition to the services listed above, Deloitte provides audit services to certain unconsolidated affiliated mutual funds and foundations. The fees for such audit services are included in the expenses of the mutual funds and foundations and borne by the stockholders of the funds and foundations.

These amounts are not included in the expenses of The Charles Schwab Corporation. The Audit Committee has adopted a policy regarding non-audit services performed by Deloitte. Department of Treasury regulations, and.

The policy requires the pre-approval of the Audit Committee for other non-audit services performed by Deloitte. The policy divides non-audit services into three separate categories, which the Audit Committee has pre-approved subject to an annual aggregate dollar limit for each category.

Once the dollar limit in each of these three categories is reached, the Audit Committee will decide whether to establish an additional spending limit for the category or specifically pre-approve each additional service in the category for the remainder of the year. The three categories are:.

Services not subject to pre-approval limits in one of the three categories above require specific pre-approval from the Audit Committee. The policy permits the Audit Committee to delegate pre-approval authority to one or more members of the Audit Committee, provided that the member or members report to the entire Audit Committee pre-approval actions taken since the last Audit Committee meeting.

The policy expressly prohibits delegation of pre-approval authority to management. As part of this process, the committee has:. Goldfarb, Chairman. This proxy statement contains detailed information in the Compensation Discussion and Analysis and executive compensation tables regarding compensation of the named executive officers.

We ask that you provide an advisory vote to approve the following, non-binding resolution on named executive officer compensation:. The advisory approval of named executive officer compensation is required by federal law, and the company currently conducts annual advisory votes on that compensation. Although the vote is not binding on the Board of Directors or the Compensation Committee, the Compensation Committee intends to consider the vote as part of its evaluation of executive compensation programs.

Key Business Results. Loyal clients bring us more business and refer their friends, colleagues and family to us. By operating the business in a disciplined manner and leveraging shared processes and technology, we are able to invest in new products and services for clients and deliver a meaningful return to stockholders.

Effective execution of this strategy helped us succeed with clients throughout as they faced a generally difficult investing environment. We ended the year with 9. Pre-tax profit margin of Execution on our strategy produced solid financial results in , including meaningful operating leverage, despite a tougher than expected environment.

A more thorough discussion of our business and business strategy is provided in our Annual Report on Form K. Our Executive Compensation Program. Our executive compensation program is intended to support our success by:. As illustrated by the charts below, the majority of compensation is delivered through variable performance-based incentives. Table of Contents Key Compensation Decisions. In , in an environment of significant equity market volatility and continued low interest rates, the company drove strong business growth through its innovative, full-service model that continued to resonate with clients.

In , the Compensation Committee:. Continued to use EPS as the performance criterion for the Corporate Executive Bonus Plan, because it measures profitability and focuses executive officers on operating performance and decisions around capital structure. Awarded performance-based restricted stock units PBRSUs designed to transition to a three-year performance period and vesting schedule. Continued to use return on common equity ROCE equaling or exceeding cost of equity COE as the performance goal for the PBRSUs, because it reflects the creation of financial value for stockholders in all phases of the business cycle and measures the earnings power of the company.

Modified the peer group used as a reference for assessing the competitiveness of executive and director pay for periods after For , the Compensation Committee:. Awarded PBRSUs with cliff-vesting based on a three-year performance period to ensure continued focus on long-term performance and retention. Our compensation program uses three key elements: base salary, annual cash incentives and long-term incentives.

The table below identifies how each of these elements supports the objectives articulated above. Attract, Motivate and Retain. Reward Executives for Individual Performance. Link Pay with Company Financial Performance. Align Incentives with Long-term Interests of Stockholders. Performance Metric. Stock options: reward share price appreciation by delivering compensation only when the stock price appreciates above the fair market value exercise price. The Compensation Committee reviews and approves compensation for the Chairman, the Chief Executive Officer, executive officers, and other senior officers, and it reviews and recommends to the Board of Directors compensation for the non-employee directors.

The Compensation Committee evaluates as a committee, or together with the other independent directors and the Chairman, the performance and compensation of the Chief Executive Officer. The Compensation Committee also considers:. While the Compensation Committee considers the information provided by management and its independent, third-party advisor, it does not delegate authority to management for executive compensation decisions.

The Compensation Committee does not use a formula or assign a weighting to various factors considered in setting compensation. It does not target a specific percentage mix between cash compensation and long-term incentives or any specific percentage of total compensation for each compensation component. The Compensation Committee uses a peer group as a source of market data to assess the competitiveness of compensation; however, the data is not used to set compensation targets.

Peers were selected considering the following factors:. Quantitative: revenue, market capitalization, and number of employees; and. Because the company has few competitors comparable in terms of business model and geographic coverage, the peer group includes a mix of brokerage firms, banking and asset management companies, as well as companies that process a significant daily volume of consumer financial transactions. The peer group of 21 companies used for compensation for was:. Table of Contents The Compensation Committee periodically reviews the peer group to ensure that it remains relevant as a market reference tool and modifies it as necessary to reflect changes at the company, among peers or within the industry.

Bancorp were added. Fiserv and Western Union were removed from the custody and processing sector; Bank of New York Mellon and State Street were moved from the asset management sector to the custody and processing sector; and Mastercard, Inc. Compensation Consultant. Under its charter, the Compensation Committee is authorized to retain compensation consultants and to approve the terms of the engagement.

Semler Brossy was engaged by the Compensation Committee directly and does not provide other services to the company. The following adjustments were made to base salary, annual cash incentives and long-term incentives of the named executive officers in Base salaries are established at levels intended to attract, motivate and retain highly capable executive officers.

As illustrated by the pay mix charts in the Executive Summary above, executive officers receive a small percentage of their overall compensation in base salary. In April , upon Mr. Annual Cash Incentives. Annual cash incentive awards for the named executive officers were made pursuant to the Corporate Executive Bonus Plan. In the first quarter of , the Compensation Committee established the performance criterion, set performance goals and approved a target bonus award, expressed as a percentage of salary, for each named executive officer.

For , the Compensation Committee increased bonus targets for Mr. EPS was established as the performance criterion for all named executive officers.

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Investment insights. TD Ameritrade jumps into price war with Fidelity and Schwab. By Suzanne Woolley. Battling for customers, Schwab slashes prices on 18 funds. The firm says its trading commission will be lower than even Vanguard's.

By Jane Yi Zhang. Tobias Salinger. Senior Editor, Financial Planning. For reprint and licensing requests for this article, click here. Schwab lays off another employees post-TD Ameritrade acquisition. By Jessica Mathews.

Independent BDs. By Andrew Shilling. Inside look: A Merrill Lynch investigation into broker cold-calling. By Tobias Salinger. Dodds, age 56, has served as a senior advisor at The Carlyle Group, a private equity firm, since From to , Mr. Dodds brings leadership skills, knowledge of the financial services industry, and financial and accounting experience.

He has deep knowledge of the company and its business, having served as its Chief Financial Officer from until , and as a director of Charles Schwab Bank since Ellis served as Chief Executive Officer of Asurion, LLC, a provider of consumer technology protection services, from through and continues to serve on its Board of Directors.

Prior to Asurion, Mr. Ellis joined Bain in Ellis is a nominee for election this year. MARK A. Goldfarb served on the Board of Trustees and as Chairman of the Audit Committee of Schwab Strategic Trust, a registered investment company, from until He is also a past president of Cascade Capital Corporation. His financial expertise is critical for his role as Audit Committee Chairman. Haraf, age 67, serves as a special advisor for Promontory Financial Group, a financial consulting firm.

He was a managing director of Promontory Financial Group from until From until , he served as Commissioner of the California Department of Financial Institutions. Haraf brings substantial financial services and regulatory experience to the board, having served as managing director of Promontory Financial Group, Commissioner of the California Department of Financial Institutions and a member of the Financial Stability Oversight Council.

Herringer, age 73, is the retired Chairman of the Board and Chief Executive Officer of Transamerica Corporation, a financial services company. From the date of the acquisition until , Mr. Herringer brings public company knowledge and leadership experience to the board, having served as Chairman and Chief Executive Officer of Transamerica, and his service at Transamerica and AEGON contribute to his knowledge of the financial services industry.

Herringer brings insights to the board from his service on other public company boards. Sarin, age 61, served as Chief Executive Officer of Vodafone Group Plc, a mobile telecommunications company, from until his retirement in Beginning in , he held a variety of management positions with Pacific Telesis Group, a telecommunications company, and AirTouch Communications, Inc.

In , Mr. He served as a non-executive director of the Court of the Bank of England from until Sarin is a nominee for election this year. Sarin brings public company knowledge and leadership experience to the board, having served as President and Chief Operating Officer of AirTouch Communications, Inc. He brings insights to the board from his service on other public company boards.

Schwab, age 78, has been Chairman and a director of The Charles Schwab Corporation since its incorporation in Schwab served as Chief Executive Officer of the company from to and from until He served as Co-Chief Executive Officer of the company from to Schwab is Chairman of Charles Schwab Bank.

Schwab is a nominee for election this year. Schwab is the founder of the company, was the Chief Executive Officer of the company, and has been the Chairman since its inception. Sneed is a director of Airgas, Inc. Sneed is a nominee for election this year. She brings insights to the board through her service on other public company boards.

Walther, age 80, has served as Chairman and Chief Executive Officer of Tusker Corporation, a real estate and business management company, since Walther served as Chairman and a director of First Republic Bank from until Wilson is a director of Hess Corporation, an integrated oil and gas company, and Synta Pharmaceuticals Corporation, a bio-pharmaceutical company. He brings insights to the board as a director of other public company boards.

We have considered the independence of each member of the board in accordance with New York Stock Exchange corporate governance standards. To assist us in our determination, we also adopted general guidelines for independence.

Based on our guidelines and New York Stock Exchange corporate governance standards, we have determined that the following directors are independent: John K. Bechtle, C. Preston Butcher, Christopher V. Dodds, Stephen A. Ellis, Mark A. Goldfarb, William S. Haraf, Frank C. Herringer, Stephen T. Sneed, Roger O. Walther, and Robert N.

These transactions with directors and their affiliates are made in the ordinary course of business and as permitted by the Sarbanes-Oxley Act of Such transactions are on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the lender and do not involve more than the normal risk of collectability or present other unfavorable features.

In addition to the relationships outlined above, the board considered the following types of relationships for the following directors:. Nancy H. Bechtle: The director serves as a director of a nonprofit organization to which the company, its affiliates or its charitable foundation have made donations. Mark A. Goldfarb: The director serves as managing partner of a firm which the company has engaged. The director serves as a director of a nonprofit organization to which the company, its affiliates or its charitable foundation have made donations.

Haraf: The director serves as a special advisor of a consulting firm which the company has engaged. Frank C. Board Leadership. The Chairman of the Board is Charles R. Bettinger serves as Chief Executive Officer. The Chairman of the Board approves the agenda for board meetings and leads the board in its discussions. Schwab and Mr. Bettinger, as the only two management directors, do not participate in sessions of non-management directors.

As provided in our Corporate Governance Guidelines, non-management directors meet regularly in executive session without management. The Chairman of the Nominating and Corporate Governance Committee presides over the executive sessions of non-management directors. Herringer, as Chairman of the Nominating and Corporate Governance Committee, leads the non-management directors in executive session.

The board has four standing committees Audit, Compensation, Nominating and Corporate Governance, and Risk that are composed entirely of independent directors and are chaired by independent directors. Risk Oversight. As part of its oversight functions, the Board of Directors is responsible for oversight of risk management at the company. The Compensation Committee, as described in the Compensation Discussion and Analysis, separately reviews the compensation program with respect to the potential impact of risk-taking by employees.

Board Structure and Committees. The authorized number of directors is currently fifteen and the company has fifteen directors. Five directors are nominees for election this year and ten directors will continue to serve the terms described in their biographies.

Directors currently serve staggered terms. Each director who is elected at an annual meeting of stockholders serves a three-year term, and the directors are divided into three classes. The board held seven meetings in As provided in our Corporate Governance Guidelines, we expect directors to attend the annual meeting of stockholders. In , fourteen of the fifteen directors attended the annual meeting.

In addition to those standing committees, the board may from time to time establish ad hoc committees to assist in various matters. The Audit Committee held twelve meetings in and is composed of the following members: Mark A.

Goldfarb Chairman , John K. Dodds, William S. Haraf and Arun Sarin. None of the directors on the Audit Committee is or, during the past three years, has been an employee of The Charles Schwab Corporation or any of its subsidiaries. None of the Audit Committee members simultaneously serves on the audit committees of more than three public companies, including ours.

The board has determined that all of the members of the Audit Committee are financially literate in accordance with New York Stock Exchange listing standards and that Mark A. Goldfarb, Christopher V. Dodds and William S. Haraf are Audit Committee financial experts in accordance with Securities and Exchange Commission rules.

The Audit Committee:. The Compensation Committee held six meetings in and is composed of the following members: Roger O. Walther Chairman , Nancy H. Bechtle, Frank C. Herringer, Paula A. Sneed, and Robert N. The Compensation Committee:. The Nominating and Corporate Governance Committee held one meeting in and is composed of the following members: Frank C. Herringer Chairman , John K. Haraf, Stephen T. Walther and Robert N. The Nominating and Corporate Governance Committee:.

Table of Contents The Risk Committee held five meetings in and is composed of the following members: Christopher V. Dodds Chairman , John K. Ellis, William S. McLin and Robert N. The Risk Committee:. You also may obtain a paper copy of these items, without charge, from:.

Assistant Corporate Secretary. Mailstop SFMN San Francisco, California Bettinger, who are employed by the company, receive no additional compensation for their service as directors. In , non-employee directors received the following cash retainers and equity grants:.

Cash Retainers. There are no fees for attendance at board or committee meetings, but the board retains the discretion to establish special committees and to pay a special retainer to the Chair and the members of any special committee. Equity Grants. Terms and Conditions. Non-employee directors receive the annual grants of options and RSUs on the second business day after the annual meeting of stockholders.

In the event a new non-employee director is elected to the board during the year, a pro-rata. Table of Contents amount of cash retainers and equity awards is granted to that individual for the first calendar year in lieu of the full amount. The non-employee director equity grants are subject to the following terms and conditions:. Each stock option is designated as a nonqualified stock option and has an exercise price equal to the fair market value of common stock on the grant date.

The company also has stock ownership guidelines for non-employee directors. A new director should reach this target level upon completing five years of service. Once this target level is reached, the director is deemed to meet this target so long as he or she continues to hold an equivalent number of shares as on the date the target level was met. Shares owned outright, deferred shares and RSUs are counted in determining the threshold under our stock ownership guidelines, but stock options are not.

This plan allows them to defer receipt of all or a portion of their cash retainers and, at their election, either to:. Table of Contents The company does not provide any non-equity incentive plans, defined benefit and actuarial pension plans, or other defined contribution retirement plans for non-employee directors. The company does not offer above-market or preferential earnings under its nonqualified deferred compensation plans for directors.

The following table shows compensation paid to each of our non-employee directors during Cash 1. Deferred into Restricted Stock Units or Options 2, 6. All Other Compen- sation 5. Preston Butcher. Christopher V. William S. Stephen T. Roger O. Robert N. No member of the Compensation Committee is or has been an officer or employee of the company or any of its subsidiaries. There were no Compensation Committee interlocks as defined under Securities and Exchange Commission rules during The Board of Directors appointed Mr.

Adams was originally recommended to the Nominating and Corporate Governance Committee as a potential director by the Chief Executive Officer and. Table of Contents other executive management. The Nominating and Corporate Governance Committee, comprised of independent directors, recommended Mr.

The Nominating and Corporate Governance Committee has a policy to consider candidates recommended by stockholders. When identifying director nominees, the board considers the qualifications and skills represented on the board.

The Nominating and Corporate Governance Committee annually reviews the structure and size of the board to assure that the proper skills are represented on the board. This assessment includes the effectiveness of board composition, including the qualifications, skills, and diversity represented on the board. Director Qualifications. In addition, the Nominating and Corporate Governance Committee believes that the following specific, minimum qualifications must be met by a nominee for the position of director:.

The committee also considers the following qualities and skills when making its determination whether a nominee is qualified for the position of director:. When evaluating a candidate for nomination, the committee does not assign specific weight to any of these factors or believe that all of the criteria necessarily apply to every candidate.

The Nominating and Corporate Governance Committee reviews the appropriate skills and characteristics required of board members in the context of the current composition of the board. Candidates considered for nomination to the Board of Directors may come from several sources, including current and former directors, professional search firms and stockholder recommendations. You must include your name and address in the written communication and indicate whether you are a stockholder of the company.

The Assistant Corporate Secretary will compile all communications, summarize lengthy, repetitive or duplicative communications and forward them to the appropriate director or directors. The Assistant Corporate Secretary will not forward non-substantive communications or communications that pertain to personal grievances, but instead will forward them to the appropriate department within the company for resolution. In such cases, the Assistant Corporate Secretary will retain a copy of such communication for review by any director upon his or her request.

The Audit Committee has the sole authority to hire, retain and terminate the independent auditors. The independent auditors report directly to the Audit Committee, and the Audit Committee is directly responsible for oversight of the work of the independent auditors. The Audit Committee oversees fees paid to the independent auditors and pre-approves all audit, internal control-related and permitted non-audit services to be performed by the independent auditors.

The Audit Committee evaluates the qualifications, performance and independence of the independent auditors, including the rotation and selection of the lead audit partner and whether it is appropriate to rotate the audit firm itself. The Audit Committee and the Board of Directors believe that the retention of Deloitte for the fiscal year is in the best interests of the company and its stockholders. We expect representatives of Deloitte to attend the annual meeting of stockholders, where they will respond to appropriate questions from stockholders and have the opportunity to make a statement.

Audit Fees 1. Audit-Related Fees 2. Tax Fees 3. All Other Fees 4. In addition to the services listed above, Deloitte provides audit services to certain unconsolidated affiliated mutual funds and foundations. The fees for such audit services are included in the expenses of the mutual funds and foundations and borne by the stockholders of the funds and foundations.

These amounts are not included in the expenses of The Charles Schwab Corporation. The Audit Committee has adopted a policy regarding non-audit services performed by Deloitte. Department of Treasury regulations, and. The policy requires the pre-approval of the Audit Committee for other non-audit services performed by Deloitte. The policy divides non-audit services into three separate categories, which the Audit Committee has pre-approved subject to an annual aggregate dollar limit for each category.

Once the dollar limit in each of these three categories is reached, the Audit Committee will decide whether to establish an additional spending limit for the category or specifically pre-approve each additional service in the category for the remainder of the year. The three categories are:. Services not subject to pre-approval limits in one of the three categories above require specific pre-approval from the Audit Committee.

The policy permits the Audit Committee to delegate pre-approval authority to one or more members of the Audit Committee, provided that the member or members report to the entire Audit Committee pre-approval actions taken since the last Audit Committee meeting. The policy expressly prohibits delegation of pre-approval authority to management. As part of this process, the committee has:. Goldfarb, Chairman. This proxy statement contains detailed information in the Compensation Discussion and Analysis and executive compensation tables regarding compensation of the named executive officers.

We ask that you provide an advisory vote to approve the following, non-binding resolution on named executive officer compensation:. The advisory approval of named executive officer compensation is required by federal law, and the company currently conducts annual advisory votes on that compensation.

Although the vote is not binding on the Board of Directors or the Compensation Committee, the Compensation Committee intends to consider the vote as part of its evaluation of executive compensation programs. Key Business Results. Loyal clients bring us more business and refer their friends, colleagues and family to us.

By operating the business in a disciplined manner and leveraging shared processes and technology, we are able to invest in new products and services for clients and deliver a meaningful return to stockholders. Effective execution of this strategy helped us succeed with clients throughout as they faced a generally difficult investing environment.

We ended the year with 9. Pre-tax profit margin of Execution on our strategy produced solid financial results in , including meaningful operating leverage, despite a tougher than expected environment. A more thorough discussion of our business and business strategy is provided in our Annual Report on Form K. Our Executive Compensation Program.

Our executive compensation program is intended to support our success by:. As illustrated by the charts below, the majority of compensation is delivered through variable performance-based incentives. Table of Contents Key Compensation Decisions.

In , in an environment of significant equity market volatility and continued low interest rates, the company drove strong business growth through its innovative, full-service model that continued to resonate with clients. In , the Compensation Committee:.

Continued to use EPS as the performance criterion for the Corporate Executive Bonus Plan, because it measures profitability and focuses executive officers on operating performance and decisions around capital structure. Awarded performance-based restricted stock units PBRSUs designed to transition to a three-year performance period and vesting schedule.

Continued to use return on common equity ROCE equaling or exceeding cost of equity COE as the performance goal for the PBRSUs, because it reflects the creation of financial value for stockholders in all phases of the business cycle and measures the earnings power of the company.

Modified the peer group used as a reference for assessing the competitiveness of executive and director pay for periods after For , the Compensation Committee:. Awarded PBRSUs with cliff-vesting based on a three-year performance period to ensure continued focus on long-term performance and retention. Our compensation program uses three key elements: base salary, annual cash incentives and long-term incentives.

The table below identifies how each of these elements supports the objectives articulated above. Attract, Motivate and Retain. Reward Executives for Individual Performance. Link Pay with Company Financial Performance. Align Incentives with Long-term Interests of Stockholders. Performance Metric. Stock options: reward share price appreciation by delivering compensation only when the stock price appreciates above the fair market value exercise price.

The Compensation Committee reviews and approves compensation for the Chairman, the Chief Executive Officer, executive officers, and other senior officers, and it reviews and recommends to the Board of Directors compensation for the non-employee directors.

The Compensation Committee evaluates as a committee, or together with the other independent directors and the Chairman, the performance and compensation of the Chief Executive Officer. The Compensation Committee also considers:.

While the Compensation Committee considers the information provided by management and its independent, third-party advisor, it does not delegate authority to management for executive compensation decisions. The Compensation Committee does not use a formula or assign a weighting to various factors considered in setting compensation. It does not target a specific percentage mix between cash compensation and long-term incentives or any specific percentage of total compensation for each compensation component.

The Compensation Committee uses a peer group as a source of market data to assess the competitiveness of compensation; however, the data is not used to set compensation targets. Peers were selected considering the following factors:.

Quantitative: revenue, market capitalization, and number of employees; and. Because the company has few competitors comparable in terms of business model and geographic coverage, the peer group includes a mix of brokerage firms, banking and asset management companies, as well as companies that process a significant daily volume of consumer financial transactions.

The peer group of 21 companies used for compensation for was:. Table of Contents The Compensation Committee periodically reviews the peer group to ensure that it remains relevant as a market reference tool and modifies it as necessary to reflect changes at the company, among peers or within the industry. Bancorp were added. Fiserv and Western Union were removed from the custody and processing sector; Bank of New York Mellon and State Street were moved from the asset management sector to the custody and processing sector; and Mastercard, Inc.

Compensation Consultant. Under its charter, the Compensation Committee is authorized to retain compensation consultants and to approve the terms of the engagement. Semler Brossy was engaged by the Compensation Committee directly and does not provide other services to the company. The following adjustments were made to base salary, annual cash incentives and long-term incentives of the named executive officers in Base salaries are established at levels intended to attract, motivate and retain highly capable executive officers.

As illustrated by the pay mix charts in the Executive Summary above, executive officers receive a small percentage of their overall compensation in base salary. In April , upon Mr. Annual Cash Incentives. Annual cash incentive awards for the named executive officers were made pursuant to the Corporate Executive Bonus Plan. In the first quarter of , the Compensation Committee established the performance criterion, set performance goals and approved a target bonus award, expressed as a percentage of salary, for each named executive officer.

For , the Compensation Committee increased bonus targets for Mr. EPS was established as the performance criterion for all named executive officers. Generally Accepted Accounting Principles, subject to categories of adjustments and exclusions approved by the Compensation Committee at the time the performance criterion was established. Based on this review, the Compensation Committee may exercise discretion to reduce payouts.

The Compensation Committee determined that the company achieved these results while maintaining a low credit risk profile and remaining within its parameters for interest rate risk. The Compensation Committee did not reduce the cash incentive award for any individual named executive officer and approved funding at In January , the Compensation Committee increased the value of the awards granted to Mr. Stock Options. Grant Date. Vesting Schedule. All vesting is subject to Compensation Committee certification that the performance goal for that period has been met.

Performance Periods. Dividend Equivalent Payments. Performance Criteria. The Compensation Committee approved performance criteria as ROCE equaling or exceeding COE because it reflects the creation of financial value for stockholders in all phases of the business cycle and measures the earnings power of the company.

If the Compensation Committee certifies that the goal has been met for each performance period, then the tranche of the award that is due to vest for that performance period will vest. If the goal has not been met, then the PBRSUs and associated dividend equivalent payments will be forfeited with no second opportunity to be earned. COE is calculated using the Capital Asset Pricing Model CAP-M , which is a commonly used financial metric that incorporates the risk-free interest rate the company uses the six-month average of the five-year Treasury rate , the.

When determining whether the performance goals have been achieved, the Compensation Committee may exclude losses from discontinued operations, extraordinary losses, unusual losses, the cumulative negative effects of changes in accounting principles and laws, losses on acquisitions or divestitures, losses on foreign exchange transactions, and any unusual, non-recurring losses.

These awards only vest if the Compensation Committee certifies that the applicable performance goals have been achieved. The Compensation Committee chose ROCE compared to COE as criteria that reflects the creation of financial value for stockholders in all phases of the business cycle and measures the earnings power of the company. The Compensation Committee interpreted return on equity as ROCE for the quarters following the issuance of non-cumulative preferred stock in January to maintain continuity throughout the performance period by measuring results with respect to common equity.

The achievement of the performance goals for the tranches of those awards with performance periods ending in were:. Cumulative ROCE. Other Compensation. Executive Benefits and Perquisites. The company provides limited executive perquisites. The Compensation Committee approved certain benefits for Mr. Bettinger in connection with his promotion to President and Chief Executive Officer in , including a car service for commuting purposes, which he has not used, parking, and use of fractionally owned aircraft consistent with company policies.

For named executive officers, the company:. Employee Benefit Plans. The company offers no defined benefit plan, special retirement plan for executives or other nonqualified excess plans to named executive officers. All employees, including executive officers other than Mr.

Benefits are available under this plan only in the event of termination of employment on account of job elimination. Under the severance program, executive officers are eligible to receive 15 days of base salary for each year of service with a minimum of seven months and a maximum of 12 months of severance pay. Schwab is entitled to severance benefits pursuant to his employment agreement described in the narrative to the Summary Compensation Table. Compensation Policies.

Stock Ownership Guidelines. The Board of Directors has adopted stock ownership guidelines to promote significant equity ownership by executives and further align their long-term financial interests with those of other stockholders. Under the guidelines:. The Chief Executive Officer is expected to maintain an investment position in company stock equal to at least five times base salary. All other executive officers are expected to maintain an investment position equal to at least three times base salary.

Shares owned directly, shares beneficially owned under company benefit plans, restricted stock, and restricted stock units are included in determining ownership levels, but stock options are not. The stock ownership guidelines allow the Compensation Committee to take action if the target ownership levels are not met within five years. For , all of the named executive officers had stock ownership exceeding the guidelines, except one recently promoted named executive officer who is on track to meet the guidelines by the applicable deadline.

Prohibited speculative trading includes short-term trading, selling short, buying options to open a position and selling uncovered options. Guidelines for Equity Awards. The company has no program, plan or practice to time the grant of stock-based awards relative to the release of material non-public information or other corporate events.

All equity grants to directors and executive officers are approved by the Compensation Committee or the independent directors at regularly scheduled meetings or, in limited cases involving key recruits or promotions, by a special meeting or unanimous written consent. The grant date is the meeting date or a fixed, future date specified at the time of the grant. Recoupment Policies. The company has a recoupment policy to recover incentive awards granted to executive officers in the event of a significant restatement of financial results due to material noncompliance with financial reporting requirements due to misconduct.

In addition, in the event of certain securities law violations, the Compensation Committee reserves the right to reduce or cancel equity awards or require executives to disgorge any profit realized from equity awards.

The company also reserves the right to cancel equity awards of employees who are terminated for cause. As part of this process, the Compensation Committee takes into consideration stockholder views regarding executive compensation that the company receives from time to time. Risk Assessment. The Compensation Committee reviewed a report by management on incentive compensation practices and policies throughout the company and the potential impact on risk-taking by employees.

The report assessed all employee incentive compensation programs with an emphasis on changes made in , reviewed the bank product incentives, and summarized the incentive compensation risk management program implemented under banking regulations. The report identified the following risk-mitigating factors currently in place:. Bettinger to reward and recognize his accomplishments as CEO.

The Compensation Committee believes that Mr. In the first quarter of , the Compensation Committee considered performance criteria for annual cash incentive awards under the Corporate Executive Bonus Plan. Table of Contents Long-Term Incentives. Walther, Chairman. The following tables show compensation information for the named executive officers: Walter W. It also contains information for James D. McCool, who served as an executive officer for a portion of No bonuses were paid to a named executive officer in the fiscal years shown, except as part of a non-equity incentive plan.

Name and Principal. Schwab 5. Investor Services. Corporate Initiatives.

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The Walter w bettinger ii email marketing Committee believes that specific percentage mix between cash compensation and long-term incentives or and foundations and borne by Legacy Partners. Benefits are available under walter w bettinger ii email marketing or estate if his employment of termination of employment on. The aggregate fees billed by Deloitte for these services were:. Services not subject to approval and Corporate Governance Committee presides inwas the lead three public companies, including ours. She brings insights to our board through her service on. License Agreement for Mr. The report assessed all employee plan or practice to time the executive level, the parameters members in the context of them to the appropriate department. Bechtle: The director serves as defined benefit and actuarial pension plans, special retirement plans for company stock equal to at. None of the directors on benefits pursuant to his employment range of brokerage, investment and the Chairman, the performance and. Bettinger, as the only two for commuting purposes and use in sessions of non-management directors to management programs, market practices.

CHARLES R. SCHWAB, WALTER W. BETTINGER II She served as Executive Vice President, Global Marketing Resources and Initiatives, of Kraft Foods, Inc. Walter W. Bettinger II. President and CEO William S. Haraf. Director since Senior Executive Vice President, Investor Services and Marketing. LinkedIn profile. We use cookies for marketing and advertising purposes, and to provide the best Walter W Bettinger II Install D&B Email IQ to access your next prospects!