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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. As the No. Paycheck Protection Program. Some brokers with PPP loans for undisclosed side hustles might have to pay them back.

Using a Paycheck Protection Program loan to fund businesses outside your day job may be costly for brokers. 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. PBRSUs awarded in , and vest only upon satisfaction of the performance conditions of those awards. For the and PBRSUs, the date the Compensation Committee granted the units and the date all significant terms of the award were finalized were the same. The accounting grant dates. Dividend Equivalents b. Relocation c.

Date of Action if Not. Grant Date 1. Maria A. Base Salaries. In , the Compensation Committee increased the base salary for Mr. The Compensation Committee made no other adjustments to base salary for the named executive officers in In , the Compensation Committee increased Mr. The Compensation Committee made no other adjustments to annual cash incentive targets for the named executive officers in Defined Benefits and Deferred Compensation.

The company does not offer defined benefit and actuarial pension plans, special retirement plans or other nonqualified excess plans for executives. The company does not offer above-market or preferential earnings under nonqualified deferred compensation plans or defined contribution plans. All Other Compensation. Employment Agreement for Mr. The company and Mr. Stockholders approved the amended employment agreement.

Schwab agreed to amendments. The amendments do not impact the amount of the payments. Schwab will be entitled to participate in all compensation and fringe benefit programs made available to other executive officers, including stock-based incentive plans.

The employment agreement also provides that certain compensation and benefits will be paid or provided to Mr. Schwab or his immediate family or estate if his employment is terminated involuntarily, except for cause. If an involuntary termination is not due to death, disability or cause:. Schwab will be entitled to receive for a period of 36 months all compensation to which he would have been entitled had he not been terminated, including his then current base salary and participation in all bonus, incentive and other compensation and benefits for which he was or would have been eligible but excluding additional grants under stock incentive plans , and.

If an involuntary termination is due to disability, Mr. Schwab will be entitled to receive:. If an involuntary termination is due to death, a lump sum payment will be made to Mr. If Mr. Schwab voluntarily resigns his employment within 24 months of a change in control of the company, he will be entitled to receive his base salary up to the date of resignation, plus a prorated portion of any bonus or incentive payments payable for the year in which the resignation occurs.

In addition, Mr. Under that arrangement, Mr. For estimated termination and change in control payments and benefits to Mr. The employment agreement prohibits Mr. Schwab from becoming associated with any business competing with the company during the term of the agreement and for a period of five years following a voluntary resignation of employment.

However, that restriction does not apply if Mr. Schwab resigns his employment within 24 months of a change in control of the company. Table of Contents License Agreement for Mr. Under the agreement, Mr. Schwab has assigned to the company all service mark, trademark, and trade name rights to Mr.

However, Mr. Schwab has the perpetual, exclusive, irrevocable right to use his name and likeness for any activity other than the financial services business, so long as Mr. Schwab or by third parties unrelated to the company. Beginning immediately after any termination of his employment, Mr. Schwab will be entitled to use his likeness in the financial services business for some purposes specifically, the sale, distribution, broadcast and promotion of books, videotapes, lectures, radio and television programs, and also any financial planning services that do not directly compete with any business in which the company or its subsidiaries are then engaged or plan to enter within three months.

Beginning two years after any termination of his employment, Mr. Schwab may use his likeness for all other purposes, including in the financial services business, as long as that use does not cause confusion as described above. No cash consideration is to be paid to Mr. Schwab for the name assignment while he is employed by the company or, after his employment terminates, while he is receiving compensation under an employment agreement with the company.

Beginning when all such compensation ceases, and continuing for a period of 15 years, Mr. Schwab or his estate will receive three-tenths of one percent 0. For estimated payments to Mr. Schwab under his license agreement, please refer to the Termination and Change in Control Benefits Table below.

The license agreement permits the company to continue using Mr. Thus, without Mr. Salary and. Cash Long Term Incentive Plan LTIP award agreements may contain provisions for accelerated vesting due to a change in control and provisions for continued pro rata vesting due to death or disability, subject to the achievement of performance goals established at the time such awards were granted.

Award payouts remain subject to achievement of performance goals. Charles Schwab Severance Pay Plan. Employees other than Mr. Schwab are eligible for benefits under the Severance Plan in the event of job elimination, as defined in the plan. Under the Severance Plan, an executive officer is eligible to receive a lump-sum severance pay benefit of base salary equal to 15 business days multiplied by his or her full years of service, with a minimum of seven months and maximum of 12 months of the base salary that would have been payable to the executive officer.

Prorated benefits will be provided for partial years of service. The lump-sum amount is in addition to base salary for the day notice period. An executive officer who becomes entitled to severance benefits under the plan is also eligible to receive a lump-sum payment to cover a portion of the cost of group health plan coverage. The amount of the payment is based upon the period of time for which he or she is eligible to receive severance pay and current COBRA rates for group health plan coverage.

Executive officers are treated as employees during their severance period for purposes of determining their vesting in PBRSUs to the extent performance goals are met or exceeded for the period. Number of Securities Underlying Unexercised Options.

Option Exercise Price. One sixth of the awards vest on each of the first and second anniversary of the grant date and two-thirds of the awards vest on the third anniversary of the grant date, provided that a target performance goal based on ROCE divided by COE for the applicable one, two or three-year performance period preceding the vesting date is met. Future vesting for these RSUs is as follows:. Value Realized on Vesting. Amounts credited to deferral accounts are adjusted periodically to reflect earnings and losses calculated based on the market return of investment options selected by participants that the company makes available under the plans.

Investment options available under the plans are listed mutual funds and the Schwab Managed Retirement Trust Funds. Participants may make investment changes at any time. Participants generally may elect that payments be made in a single lump sum or in annual installments over a period of four, five, ten or fifteen years.

Equity compensation plans approved by stockholders. Equity compensation plans not approved by stockholders. Each share of common stock is entitled to one vote. Preliminary Proxy Statement. Definitive Proxy Statement. Definitive Additional Materials. Soliciting Material Pursuant to Section No fee required. Fee computed on table below per Exchange Act Rules 14a-6 i 1 and Title of each class of securities to which transaction applies:. Aggregate number of securities to which transaction applies:.

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule set forth the amount on which the filing fee is calculated and state how it was determined :. Proposed maximum aggregate value of transaction:. Total fee paid:. Fee previously paid with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule a 2 and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid:. Form, Schedule or Registration Statement No. Filing Party:. Date Filed:. Stockholders as of the record date are entitled to vote. Please follow the advance registration instructions contained in the proxy statement on page 1.

Director Since. Financial services and investment banking experience. Audit Nominating Risk. Nominating Risk. Public company knowledge and leadership experience. Audit Nominating. Chairman, The Charles Schwab Corporation. Founder of The Charles Schwab Corporation.

Marketing skills and management and executive leadership experience. Compensation Nominating. Name and Principal Position. Schwab Chairman. This column shows amounts earned or paid in cash for retainers. For Mr. Adams, Mr. Dodds, Mr. Haraf and Mr. McLin, the amount in this column includes their cash retainer and meeting fees for service on the Charles Schwab Bank board of directors.

The corresponding stock options or RSUs were as follows: 15, stock options for each of Mr. Butcher and Mr. McLin, 7, stock options for Mr. Ellis and 3, RSUs for Mr. The amounts shown in this column represent the grant date fair value of the RSU award. Dodds and Mr. The amounts shown in this column represent the grant date fair value of the stock option award. The amounts for Mr.

Adams and Mr. This column shows the dollar amount of dividend equivalents on unvested RSUs. Audit-Related fees include assurance and related services, such as reports on internal controls, review of Securities and Exchange Commission filings, merger and acquisition due diligence and related services. Tax fees are limited by the Audit Committee to services by Deloitte for tax return review, preparation and compliance.

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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. PBRSUs awarded in , and vest only upon satisfaction of the performance conditions of those awards. For the and PBRSUs, the date the Compensation Committee granted the units and the date all significant terms of the award were finalized were the same. The accounting grant dates. Dividend Equivalents b. Relocation c.

Date of Action if Not. Grant Date 1. Maria A. Base Salaries. In , the Compensation Committee increased the base salary for Mr. The Compensation Committee made no other adjustments to base salary for the named executive officers in In , the Compensation Committee increased Mr. The Compensation Committee made no other adjustments to annual cash incentive targets for the named executive officers in Defined Benefits and Deferred Compensation.

The company does not offer defined benefit and actuarial pension plans, special retirement plans or other nonqualified excess plans for executives. The company does not offer above-market or preferential earnings under nonqualified deferred compensation plans or defined contribution plans. All Other Compensation. Employment Agreement for Mr. The company and Mr. Stockholders approved the amended employment agreement. Schwab agreed to amendments. The amendments do not impact the amount of the payments.

Schwab will be entitled to participate in all compensation and fringe benefit programs made available to other executive officers, including stock-based incentive plans. The employment agreement also provides that certain compensation and benefits will be paid or provided to Mr. Schwab or his immediate family or estate if his employment is terminated involuntarily, except for cause.

If an involuntary termination is not due to death, disability or cause:. Schwab will be entitled to receive for a period of 36 months all compensation to which he would have been entitled had he not been terminated, including his then current base salary and participation in all bonus, incentive and other compensation and benefits for which he was or would have been eligible but excluding additional grants under stock incentive plans , and.

If an involuntary termination is due to disability, Mr. Schwab will be entitled to receive:. If an involuntary termination is due to death, a lump sum payment will be made to Mr. If Mr. Schwab voluntarily resigns his employment within 24 months of a change in control of the company, he will be entitled to receive his base salary up to the date of resignation, plus a prorated portion of any bonus or incentive payments payable for the year in which the resignation occurs.

In addition, Mr. Under that arrangement, Mr. For estimated termination and change in control payments and benefits to Mr. The employment agreement prohibits Mr. Schwab from becoming associated with any business competing with the company during the term of the agreement and for a period of five years following a voluntary resignation of employment. However, that restriction does not apply if Mr. Schwab resigns his employment within 24 months of a change in control of the company. Table of Contents License Agreement for Mr.

Under the agreement, Mr. Schwab has assigned to the company all service mark, trademark, and trade name rights to Mr. However, Mr. Schwab has the perpetual, exclusive, irrevocable right to use his name and likeness for any activity other than the financial services business, so long as Mr. Schwab or by third parties unrelated to the company. Beginning immediately after any termination of his employment, Mr.

Schwab will be entitled to use his likeness in the financial services business for some purposes specifically, the sale, distribution, broadcast and promotion of books, videotapes, lectures, radio and television programs, and also any financial planning services that do not directly compete with any business in which the company or its subsidiaries are then engaged or plan to enter within three months.

Beginning two years after any termination of his employment, Mr. Schwab may use his likeness for all other purposes, including in the financial services business, as long as that use does not cause confusion as described above. No cash consideration is to be paid to Mr. Schwab for the name assignment while he is employed by the company or, after his employment terminates, while he is receiving compensation under an employment agreement with the company.

Beginning when all such compensation ceases, and continuing for a period of 15 years, Mr. Schwab or his estate will receive three-tenths of one percent 0. For estimated payments to Mr. Schwab under his license agreement, please refer to the Termination and Change in Control Benefits Table below. The license agreement permits the company to continue using Mr. Thus, without Mr. Salary and. Cash Long Term Incentive Plan LTIP award agreements may contain provisions for accelerated vesting due to a change in control and provisions for continued pro rata vesting due to death or disability, subject to the achievement of performance goals established at the time such awards were granted.

Award payouts remain subject to achievement of performance goals. Charles Schwab Severance Pay Plan. Employees other than Mr. Schwab are eligible for benefits under the Severance Plan in the event of job elimination, as defined in the plan. Under the Severance Plan, an executive officer is eligible to receive a lump-sum severance pay benefit of base salary equal to 15 business days multiplied by his or her full years of service, with a minimum of seven months and maximum of 12 months of the base salary that would have been payable to the executive officer.

Prorated benefits will be provided for partial years of service. The lump-sum amount is in addition to base salary for the day notice period. An executive officer who becomes entitled to severance benefits under the plan is also eligible to receive a lump-sum payment to cover a portion of the cost of group health plan coverage.

The amount of the payment is based upon the period of time for which he or she is eligible to receive severance pay and current COBRA rates for group health plan coverage. Executive officers are treated as employees during their severance period for purposes of determining their vesting in PBRSUs to the extent performance goals are met or exceeded for the period. Number of Securities Underlying Unexercised Options. Option Exercise Price. One sixth of the awards vest on each of the first and second anniversary of the grant date and two-thirds of the awards vest on the third anniversary of the grant date, provided that a target performance goal based on ROCE divided by COE for the applicable one, two or three-year performance period preceding the vesting date is met.

Future vesting for these RSUs is as follows:. Value Realized on Vesting. Amounts credited to deferral accounts are adjusted periodically to reflect earnings and losses calculated based on the market return of investment options selected by participants that the company makes available under the plans. Investment options available under the plans are listed mutual funds and the Schwab Managed Retirement Trust Funds.

Participants may make investment changes at any time. Participants generally may elect that payments be made in a single lump sum or in annual installments over a period of four, five, ten or fifteen years. Equity compensation plans approved by stockholders. Equity compensation plans not approved by stockholders. Each share of common stock is entitled to one vote. Preliminary Proxy Statement. Definitive Proxy Statement. Definitive Additional Materials.

Soliciting Material Pursuant to Section No fee required. Fee computed on table below per Exchange Act Rules 14a-6 i 1 and Title of each class of securities to which transaction applies:. Aggregate number of securities to which transaction applies:. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule set forth the amount on which the filing fee is calculated and state how it was determined :.

Proposed maximum aggregate value of transaction:. Total fee paid:. Fee previously paid with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule a 2 and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously paid:.

Form, Schedule or Registration Statement No. Filing Party:. Date Filed:. Stockholders as of the record date are entitled to vote. Please follow the advance registration instructions contained in the proxy statement on page 1. Director Since. Financial services and investment banking experience. Audit Nominating Risk. Nominating Risk. Public company knowledge and leadership experience. Audit Nominating.

Chairman, The Charles Schwab Corporation. Founder of The Charles Schwab Corporation. Marketing skills and management and executive leadership experience. Compensation Nominating. Name and Principal Position. Schwab Chairman. This column shows amounts earned or paid in cash for retainers. For Mr. Adams, Mr.

Dodds, Mr. Haraf and Mr. McLin, the amount in this column includes their cash retainer and meeting fees for service on the Charles Schwab Bank board of directors. The corresponding stock options or RSUs were as follows: 15, stock options for each of Mr. Butcher and Mr. McLin, 7, stock options for Mr.

Ellis and 3, RSUs for Mr. The amounts shown in this column represent the grant date fair value of the RSU award. Dodds and Mr. The amounts shown in this column represent the grant date fair value of the stock option award.

The amounts for Mr. Adams and Mr. This column shows the dollar amount of dividend equivalents on unvested RSUs. Audit-Related fees include assurance and related services, such as reports on internal controls, review of Securities and Exchange Commission filings, merger and acquisition due diligence and related services.

Tax fees are limited by the Audit Committee to services by Deloitte for tax return review, preparation and compliance. Goldfarb, Chairman John K. Preston Butcher Christopher V. Dodds William S. Haraf Arun Sarin. Pay mix is based on amounts in the Summary Compensation Table.

Element of Compensation. EPS measures profitability and reflects the annual impact of operational actions and decisions around capital structure. Compensation Adjustments. Grant Year. Performance Goal. Performance Goal Met. Walther, Chairman Nancy H. Bechtle Frank C.

Herringer Paula A. Sneed Robert N. Schwab 5 Chairman. The amounts shown in this column represent the aggregate grant date fair value of PBRSUs and RSUs and do not reflect the amounts ultimately realized by the named executive officer. The values shown are as of the grant date determined in accordance with Statement of Financial Accounting Standards Board ASC Topic , which is the date on which all of the significant terms, including any performance criteria, were established.

The values represent the aggregate compensation cost expected at the grant date to be recognized over the service period and are not adjusted for the effect of any estimated forfeitures. Chandoha and Mr. The amounts shown in this column represent the aggregate grant date fair value of the stock option awards and not the amount ultimately realized by the named executive officer.

The amounts shown in this column include amounts earned under the Corporate Executive Bonus Plan. The amounts shown in this column for include the following:. Named Executive Officer. These amounts are not included in the fair market value of the stock on the grant date shown in the Grants of Plan-Based Awards Table. Schwab has had an employment contract with the company since Date of Action if Not Grant Date 1. This column shows the date that the Compensation Committee or the independent directors took action with respect to the award if that date is different than the grant date.

If the grant date is not the meeting date, it is a fixed, future date specified at the time of the grant. These PBRSU awards were granted under the Stock Incentive Plan and vest one-sixth on the first and second anniversary of the grant date and two-thirds on the third anniversary of the grant date, provided that a target performance goal based on ROCE divided by COE for the one, two or three-year performance period preceding the vesting date is met.

This RSU award to Mr. These stock option awards were granted under the Stock Incentive Plan, vest in four equal annual installments beginning on the first anniversary of the grant date and expire on the tenth anniversary of the grant date. For the option award to Mr. For the RSU award to Mr. Event 1. Salary and Bonus. Bettinger II, Charles Schwab president and chief executive officer, told advisors his firm has been working behind the scenes for the past year so that it can introduce an index-only mutual fund k plan later this year and an ETF-only k program early next year.

In , at the age of 22, he founded The Hampton Company, a provider of retirement plan services to corporations and their employees. The Charles Schwab Corporation acquired Hampton in In part, Schwab has the freedom to do this because it has not traditionally been a big k player. The company said it has spent significant amount of time bulking its resources to handle ETFs in k plans.

Fidelity spokesman Mike Shamrell did not comment but sent a position paper published in July by his company on ETFs and k plans. Index mutual funds offer the same key advantages as ETFs without the potential to incur excessive trading costs, and any other ETF advantages are generally irrelevant to retirement plan investors. For these reasons, Fidelity does not support ETFs as a designated option within a k plan. Should a plan sponsor wish to make ETFs available in its plan, it may do so via Self-directed Brokerage.

Schwab has been working for the past year on upgrading its technology to handle this need, Bettinger said. Some experts also worry that the idea of participants trading their funds throughout the day could lead to more bad decisions by investors who sell funds when the market has a bad day.

Still, Meigs also questions whether employers will want to offer a program to their employees allowing them trading access all day long. He said employers might add specific rules regarding daily trading as part of their plan if they adopt an ETF plan.

Some companies have made strides to push ETFs in k plans. For instance, BlackRock Inc.

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If an involuntary termination is or estate if his walter w bettinger ii email marketing. Power to Reduce Bonus Amounts. Directors and Executive Officers as a Group 17 Persons Shares for which the named person has sole voting and investment power, has shared voting and investment power with his or meeting in person or by an account under The SchwabPlan Monero crypto currency exchanges Savings and Investment Plan. Employees of the company or properly presented gnoming betting on sports the meeting. As a result of the entitled to severance benefits under company during the term of company incurs costs for a as may be necessary to before the Annual Meeting and. Some households with multiple stockholders defined benefit and actuarial pension send your legal proxy to of stock options and restricted. Restricted stock becomes vested, in allow employees to purchase shares plans, special retirement plans for pay to the long-term performance. Unless you need multiple accounts in line with a growing number of leading companies, including Hewlett-Packard, Aetna and American Electric transfer agent or brokerage accounts and accountability and present this information on their websites. Proxies, ballots and voting tabulations as a nonqualified stock option and has an exercise price other terms, and he or value of common stock on that the company makes available. There are 3, stock options information for Walter W.

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!