DEF 14A 1 d525917ddef14a.htm DEF 14A DEF 14A
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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

   Preliminary Proxy Statement       Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

   Definitive Proxy Statement      

   Definitive Additional Materials      

   Soliciting Material Pursuant to Section 240.14a-12      

The Charles Schwab Corporation

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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Table of Contents

LOGO


Table of Contents

 

 

 

March 30, 2018

Dear Fellow Stockholders,

We cordially invite you to attend our 2018 Annual Meeting of Stockholders to be held on Tuesday, May 15, 2018, at 2:00 p.m. Pacific Time. The annual meeting will be held at www.schwabevents.com/corporation, or you also may attend in person at 211 Main Street, San Francisco, California. Please follow the registration instructions as outlined in this proxy statement to attend the meeting either virtually via the internet or in person.

We extend our sincerest thanks to C. Preston Butcher and Nancy H. Bechtle. Mr. Butcher will retire as a director at the annual meeting following 30 years of service to our board. Ms. Bechtle retired in October 2017 following 25 years of service to our board. We appreciate their longstanding and distinguished contributions to the company, exemplified by their effective guidance and leadership.

At the annual meeting, we will conduct the items of business outlined in this proxy statement. We also will report on our corporate performance in 2017 and answer your questions.

Your vote is important. We encourage you to read this proxy statement carefully and to vote your shares as soon as possible, even if you plan to attend the meeting. Voting instructions are contained on the proxy card or voting instruction form that you received with this proxy statement.

We look forward to your participation.

Sincerely,

LOGO

  

LOGO

CHARLES R. SCHWAB    WALTER W. BETTINGER II
CHAIRMAN    PRESIDENT AND CHIEF EXECUTIVE OFFICER


Table of Contents

TABLE OF CONTENTS

 

Proxy Summary

     ii  

Notice of 2018 Annual Meeting of Stockholders

     vi  

Proxy Statement

     1  

Voting Your Shares

     1  

Attending the Annual Meeting

     1  

Corporate Governance

     2  

Proposal One: Election of Directors

     5  

Members of the Board of Directors

     5  

Director Independence

     10  

Director Nominations

     11  

Communications with the Board of Directors

     12  

Director Compensation

     12  

Compensation Committee Interlocks and Insider Participation

     16  

Proposal Two: Ratification of the Selection of Independent Auditors

     17  

Auditor Fees

     17  

Audit Committee Report

     19  

Executive Officers

     20  

Proposal Three: Advisory Approval of Named Executive Officer Compensation

     22  

Compensation Discussion and Analysis

     22  

Compensation Committee Report

     35  

2017 CEO Pay Ratio

     35  

Executive Compensation Tables

     36  

2017 Summary Compensation Table

     36  

2017 Grants of Plan-Based Awards Table

     38  

Narrative to Summary Compensation and Grants of Plan-Based Awards Tables

     39  

2017 Termination and Change in Control Benefits Table

     42  

Outstanding Equity Awards as of December 31, 2017

     45  

2017 Option Exercises and Stock Vested Table

     50  

2017 Nonqualified Deferred Compensation Table

     50  

Securities Authorized for Issuance under Equity Compensation Plans

     51  

Proposal Four: Approval of 2013 Stock Incentive Plan as Amended and Restated

     53  

Proposal Five: Approval of Amended and Restated Bylaws to Adopt Proxy Access

     60  

Security Ownership of Certain Beneficial Owners and Management

     64  

Section 16(a) Beneficial Ownership Reporting Compliance

     66  

Transactions with Related Persons

     66  

Proposals Six and Seven: Stockholder Proposals

     67  

Information about Voting Procedures and Proxies

     72  

Exhibit A: 2013 Stock Incentive Plan as Amended and Restated

     A-i  

Exhibit B: Amended and Restated Bylaws

     B-1  

 

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PROXY SUMMARY

This summary highlights information contained in the proxy statement. This summary does not contain all of the information that you should consider, and you should review all of the information contained in the proxy statement before voting.

ANNUAL MEETING OF STOCKHOLDERS

 

Date:    Tuesday, May 15, 2018
Time:    2:00 p.m., Pacific Time
Location:    www.schwabevents.com/corporation
                                    or
     211 Main Street, San Francisco, California
Record Date:    March 16, 2018
Voting:    Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to
one vote.

Registration:

  

Please follow the advance registration instructions contained in the proxy statement on page 1.

VOTING PROPOSALS

 

    Board Recommendation   Page
Election of Directors        

Walter W. Bettinger II

 

For

  5

Joan T. Dea

 

For

  5

Christopher V. Dodds

 

For

  5

Mark A. Goldfarb

 

For

  5

Charles A. Ruffel

 

For

  5
Ratification of Independent Auditors  

For

  17
Advisory Approval of Named Executive Officer Compensation  

For

  22
Approval of 2013 Stock Incentive Plan as Amended and Restated  

For

  53
Approval of Amended and Restated Bylaws to Adopt Proxy Access  

For

  60
Stockholder Proposal on Annual Disclosure of EEO-1 Data  

Against

  67
Stockholder Proposal on Political Contributions  

Against

  70


 

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DIRECTOR NOMINEES

We ask that you vote for the election of Walter W. Bettinger II, Joan T. Dea, Christopher V. Dodds, Mark A. Goldfarb, and Charles A. Ruffel. The following table provides summary information on these nominees; complete biographical information is contained in the proxy statement.

 

Name   Age     Director
Since
    Occupation   Skills   Independent     Committees

Walter W. Bettinger II

    57       2008     President and Chief Executive Officer, The Charles Schwab Corporation   Financial services
expertise and
leadership
experience
           
           

Joan T. Dea

    54       2017     Founder and Managing Director, Beckwith Investments   Financial services
expertise and
leadership
experience
    X     Compensation

Nominating

           

Christopher V. Dodds

    58       2014     Senior Advisor, The Carlyle Group   Leadership skills,
knowledge of the
financial services
industry, and
financial and
accounting
experience
    X     Audit

Nominating

Risk

           

Mark A. Goldfarb

    66       2012     Managing Director, BDO   Financial and
operational
leadership
experience
    X     Audit

Nominating

           

Charles A. Ruffel

    61             Managing Partner, Kudu Investment Management   Financial services
expertise and
leadership
experience
    X      

INDEPENDENT AUDITORS

We ask that you ratify the appointment of Deloitte & Touche LLP and the member firms of Deloitte Touche Tohmatsu Limited (collectively referred to as Deloitte) as the company’s independent registered public accounting firm for the 2018 fiscal year. While the Audit Committee has the sole authority to retain the independent auditors, we are asking for your ratification as part of the Audit Committee’s evaluation process of the independent registered public accounting firm for the next fiscal year.

Fees for services provided by Deloitte in the last two fiscal years were:

 

     2017      2016  
     (amounts in millions)  

Audit Fees

   $ 8.0      $ 7.8  
 

Audit-Related Fees

     2.6        2.4  
 

Tax Fees

     None        None  
 

All Other Fees

     None        None  
 

Total

   $ 10.6      $ 10.2  


 

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EXECUTIVE COMPENSATION

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.

2017 Executive Compensation Highlights

In 2017, our management team continued to execute on its strategy of providing our clients – individual investors, registered investment advisors and employers – with advice and services to help them achieve their financial goals. This “Through Clients’ Eyes” strategy, combined with ongoing expense discipline, resulted in core net new assets of $198.6 billion (the fifth consecutive year at or above $125 billion), total client assets of a record $3.36 trillion, and a record pre-tax profit margin of 42.4%. Earnings per share (EPS) was $1.61 (up 23% over the prior year), and return on common equity (ROCE) was 15%, the highest since 2009.

The company’s compensation programs are designed to link pay to the long-term performance of the company. Key elements of 2017 compensation included:

 

Element   Form   Terms   Objectives
     

Base Salary

 

·  Cash

 

·  Reviewed annually

 

·  Attract, motivate and retain executives

     

Annual Incentives

 

·  Cash

 

·  Subject to satisfaction of performance criteria

 

·  Attract, motivate and retain executives

 

·  Reward executives for individual performance

 

·  Link pay with company financial performance

     

Long-term Incentives

 

·  Performance-based restricted stock units

 

·  Restricted stock units with cliff-vesting based on a three-year performance period, subject to satisfaction of performance criteria

 

·  Attract, motivate and retain executives

 

·  Reward executives for individual performance

     
   

·  Stock options

 

·  Stock options generally vest 25% per year and have a ten-year term

 

·  Link pay with company financial performance

 

·  Align with long-term interests of stockholders

Execution of the company’s strategy led to solid financial performance in 2017, and the Compensation Committee approved funding at 108.55% of the target award for the named executive officers for annual cash incentives. The performance goal for performance-based restricted stock units (PBRSUs) granted in 2017 was based on ROCE divided by cost of equity (COE) to align the executives’ incentives with the long-term interests of stockholders. The PBRSUs have cliff-vesting based on a three-year performance period.

Summary compensation information for the named executive officers is contained in the following table. As discussed in the proxy statement, these amounts are presented in accordance with accounting assumptions and Securities and Exchange Commission (SEC) rules, and the amount that the executive actually receives may vary substantially from what is reported in the equity columns of the table.



 

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2017 SUMMARY COMPENSATION

 

Name and Principal Position   Salary
($)
    Bonus
($)
    Stock
Awards
($)
    Option
Awards
($)
    Non-Equity
Incentive  Plan
Compensation
($)
    All Other
Compensation
($)
    Total
($)
 
             

Walter W. Bettinger II

President and Chief
Executive Officer

    1,133,333               4,250,000       4,250,000       4,613,375       102,029       14,348,737  
             

Peter B. Crawford

Executive Vice President
and Chief Financial Officer

    444,167       76,325       500,000       500,000       482,142       17,754       2,020,388  
             

Joseph R. Martinetto

Senior Executive Vice President
and Chief Operating Officer and
Former Chief Financial Officer

    625,000               1,000,000       1,000,000       1,356,875       36,647       4,018,522  
             

Charles R. Schwab

Chairman

    583,333               1,650,000       1,650,000       1,583,021       53,119       5,519,473  
             

Marie A. Chandoha

President and Chief Executive Officer,
Charles Schwab Investment Management, Inc.

    575,000               750,000       750,000       1,092,284       34,742       3,202,026  
             

Bernard J. Clark

Executive Vice President –
Advisor Services

    525,000               750,000       750,000       997,303       31,210       3,053,513  

2013 STOCK INCENTIVE PLAN AS AMENDED AND RESTATED

We ask that you approve amendments to the 2013 Stock Incentive Plan that would, among other things, increase the number of shares of common stock reserved for issuance under the 2013 Stock Incentive Plan by 30 million shares and increase the annual non-employee director equity award by $20,000.

AMENDED AND RESTATED BYLAWS TO ADOPT PROXY ACCESS

At the company’s 2017 Annual Meeting of Stockholders, stockholders approved a nonbinding stockholder proposal requesting that the company implement proxy access. Proxy access allows eligible stockholders who comply with the requirements set forth in the company’s bylaws to include their own nominees for directors in the company’s proxy materials along with the candidates nominated by the board. We approved amendments to the company’s bylaws to implement proxy access, subject to stockholder approval at the 2018 Annual Meeting of Stockholders.

STOCKHOLDER PROPOSALS

There are stockholder proposals to vote on that are described in the proxy statement.



 

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LOGO

   NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS

Date:

  

Tuesday, May 15, 2018

Time:    2:00 p.m., Pacific Time
Location:   

www.schwabevents.com/corporation,

                              or

211 Main Street, San Francisco, California

Agenda:    ·  elect five directors for three-year terms,

 

·  vote to ratify the selection of independent auditors,

 

·  vote for the approval, on an advisory basis, of compensation of named executive officers,

 

·  vote for the approval of the 2013 Stock Incentive Plan, as amended and restated,

 

·  vote for the approval of Amended and Restated Bylaws to adopt proxy access,

 

·  vote on two stockholder proposals, if properly presented, and

 

·  consider any other business properly coming before the meeting.

 

Stockholders who owned shares of our common stock at the close of business on March 16, 2018 are entitled to attend and vote at the meeting and any adjournment or postponement of the meeting. A complete list of registered stockholders will be available prior to the meeting at our principal executive offices at 211 Main Street, San Francisco, California 94105.

 

By Order of the Board of Directors,

LOGO

DAVID R. GARFIELD
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND
CORPORATE SECRETARY

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of

Stockholders to be Held on May 15, 2018. The proxy statement and annual report to

security holders are available in the “Investor Relations” section of our website at

www.aboutschwab.com.

 

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PROXY STATEMENT

The Board of Directors is sending these proxy materials to you on or about March 30, 2018. Stockholders who owned the company’s common stock at the close of business on March 16, 2018 may attend and vote at the annual meeting. Each share is entitled to one vote. There were 1,348,188,357 shares of common stock outstanding on March 16, 2018.

VOTING YOUR SHARES

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.

If you do not vote in advance and plan to submit your vote at the annual meeting, you will need a legal proxy to vote your shares if your shares are held in “street name” (e.g., through a bank or broker). 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, Equiniti Trust Company, by fax to (651) 450-4026 or email to wfssproxyteam@eq-us.com. 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.g., in certificate form), you will not need a legal proxy to vote your shares at the annual meeting.

ATTENDING THE ANNUAL MEETING

You must register in advance to attend the annual meeting virtually via the internet or in person. To register, please go to:

www.schwabevents.com/corporation.

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). You also may write the Assistant Corporate Secretary at the address in the “Corporate Governance” section of this proxy statement or call the Assistant Corporate Secretary at (415) 667-9979 if you plan to attend the in-person meeting.

If you register in advance to attend the virtual annual meeting, we will email you information on how to access the area of www.schwabevents.com where you will be able to submit questions and vote. 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.

 

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CORPORATE GOVERNANCE

The Company

The Charles Schwab Corporation is a savings and loan holding company that engages, through its subsidiaries, in wealth management, securities brokerage, banking, asset management, custody, and financial advisory services. At December 31, 2017, the company had $3.36 trillion in client assets, 10.8 million active brokerage accounts, 1.6 million corporate retirement plan participants, and 1.2 million banking accounts.

The company was founded on the belief that all Americans deserve access to a better investing experience. The company’s purpose is to champion every client’s goals with passion and integrity. Guided by this purpose and the aspiration of creating the most trusted leader in investment services, the company’s strategy is to see its business “Through Clients’ Eyes.”

Board Leadership

The Chairman of the Board is Mr. Schwab. The Chairman and Chief Executive Officer roles are split, and Mr. Bettinger serves as Chief Executive Officer. The Chairman of the Board approves the agenda for board meetings and leads the board in its discussions. Mr. 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, Mr. Herringer, presides over the executive sessions of non-management directors.

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. Given the role and scope of authority of these committees, and that over 85% of the board is composed of independent directors, the board believes that its leadership structure, with the Chairman of the Board leading board discussions, and the Chairman of the Nominating and Corporate Governance Committee leading non-management executive sessions, is appropriate.

Risk Oversight

As part of its oversight functions, the board is responsible for oversight of risk management at the company. The Risk Committee assists the board in fulfilling its oversight responsibilities with respect to the company’s risk management program and provides reports to the board and the Audit Committee. The Audit Committee reviews reports from management and the Risk Committee concerning the company’s risk assessment and major risk exposures and the steps management has taken to monitor and control such exposures. 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. For further discussion of risk management at the company, please see “Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management” of the company’s Form 10-K for the period ended December 31, 2017.

Board Structure and Committees

The authorized number of directors is currently fifteen and the company has fifteen directors. There are five 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.

 

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The board held seven meetings in 2017. Each director attended at least 75% of all applicable board and committee meetings during 2017. As provided in our Corporate Governance Guidelines, we expect directors to attend the annual meeting of stockholders. In 2017, twelve of the fifteen directors attended the annual meeting.

We have an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Risk Committee. Each of these committees is composed entirely of “independent directors” as determined by the Board of Directors in accordance with its independence guidelines and New York Stock Exchange corporate governance standards. In addition to those standing committees, the board may from time to time establish ad hoc committees to assist in various matters.

The board and its committees are currently comprised of the following individuals:

 

         

 

COMMITTEE MEMBERSHIPS

 

NAME    INDEPENDENT    AC    CC    NCGC    RC

Charles R. Schwab

                        

Walter W. Bettinger II

                        

John K. Adams, Jr.

      X         X    X

C. Preston Butcher

      X         X     

Joan T. Dea

           X    X     

Christopher V. Dodds

      X         X    C

Stephen A. Ellis

      X         X     

Mark A. Goldfarb

      C         X     

William S. Haraf

      X         X    X

Frank C. Herringer

           X    C     

Stephen T. McLin

                X    X

Arun Sarin

                X    X

Paula A. Sneed

           X    X     

Roger O. Walther

           C    X     

Robert N. Wilson

           X    X    X

 

AC

CC

  

Audit Committee

Compensation Committee

       NCGC    Nominating and Corporate Governance Committee        RC    Risk Committee      

Committee Member X

Committee Chair C

The Audit Committee held twelve meetings in 2017. 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. As Mr. Butcher will not stand for re-election, he will no longer serve as a member of this committee after the annual meeting. 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, John K. Adams, Jr., Christopher V. Dodds, Stephen A. Ellis, and William S. Haraf are Audit Committee financial experts in accordance with SEC rules. The Audit Committee:

 

·  

reviews and discusses with management and the independent auditors the company’s annual and quarterly financial statements and the integrity of the financial reporting process,

 

·  

reviews the qualifications, independence and performance of the independent auditors,

 

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·  

reviews the activities and performance of the internal auditors,

 

·  

reviews reports from management and the Risk Committee regarding major risk exposures and steps management has taken to address such exposures, and

 

·  

reviews compliance with legal and regulatory requirements.

The Compensation Committee held six meetings in 2017. Ms. Bechtle served as a member of the Compensation Committee until her retirement on October 19, 2017. The Compensation Committee:

 

·  

annually reviews and approves corporate goals and objectives relating to compensation of executive officers and other senior officers,

 

·  

evaluates the performance of executive officers and other senior officers and determines their compensation levels,

 

·  

reviews and approves compensatory arrangements for executive officers and other senior officers, and

 

·  

approves long-term awards for executive officers and other senior officers.

The Nominating and Corporate Governance Committee held four meetings in 2017. Ms. Bechtle served as a member of the Nominating and Corporate Governance Committee until her retirement on October 19, 2017. As Mr. Butcher will not stand for re-election, he will no longer serve as a member of this committee after the annual meeting. The Nominating and Corporate Governance Committee:

 

·  

identifies and evaluates individuals qualified to serve on the board,

 

·  

recommends nominees to fill vacancies on the board and each board committee and recommends a slate of nominees for election or re-election as directors by the stockholders,

 

·  

makes recommendations regarding succession planning for the Chief Executive Officer and executive management, and

 

·  

assesses the performance of the board and its committees and recommends corporate governance principles for adoption by the board.

The Risk Committee held six meetings in 2017. The Risk Committee:

 

·  

reviews and approves the company’s risk governance structure to identify, measure, monitor and mitigate risks,

 

·  

reviews and approves the company’s enterprise-wide risk management framework, including the company’s risk appetite statements,

 

·  

reviews the performance and activities of the company’s risk management organization, and

 

·  

reviews and approves key policies with respect to oversight of specific risks, including credit, compliance, liquidity, market, and operational risk, and capital.

The Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Risk Committee have written charters. You may find a copy of these charters, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics, on the company’s website at www.aboutschwab.com/governance. You also may obtain a paper copy of these items, without charge, from:

Assistant Corporate Secretary

The Charles Schwab Corporation

Mailstop SF211MN-08

211 Main Street

San Francisco, California 94105

 

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PROPOSAL ONE:

ELECTION OF DIRECTORS

Nominees for directors this year are:

 

·  

Walter W. Bettinger II

 

·  

Joan T. Dea

 

·  

Christopher V. Dodds

 

·  

Mark A. Goldfarb

 

·  

Charles A. Ruffel

Each nominee has consented to serve a three-year term and, other than Mr. Ruffel, is presently a director of the company. Biographical information about each of the company’s directors and nominees is contained in the following section.

MEMBERS OF THE BOARD OF DIRECTORS

JOHN K. ADAMS, JR.

DIRECTOR SINCE 2015

Mr. Adams, age 62, served as a managing director in the Financial Institutions Group at UBS Investment Bank, a financial services firm, from 2002 until 2013. Prior to joining UBS, Mr. Adams was with Credit Suisse’s Financial Institutions Group from 1985 until 2002. He currently serves on the Boards of Directors of Charles Schwab Bank and of Navient Corporation, a loan management, servicing and asset recovery company. Mr. Adams’ term expires in 2019.

Mr. Adams has significant experience with respect to the financial services industry, investment banking, capital markets and mergers and acquisitions, having served as head of UBS’ North American banks practice and in Credit Suisse’s Financial Institutions Group.

WALTER W. BETTINGER II

DIRECTOR SINCE 2008

Mr. Bettinger, age 57, has served as President and Chief Executive Officer of The Charles Schwab Corporation and a member of the Board of Directors since 2008. He also serves as a member of the Board of Directors of Charles Schwab Bank and Charles Schwab & Co., Inc., and as a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust, all registered investment companies. Prior to assuming his current role, he served as President and Chief Operating Officer of the company. He also served as Executive Vice President and President – Schwab Investor Services from 2005 until 2007, Executive Vice President and Chief Operating Officer – Individual Investor Enterprise from 2004 until 2005, Executive Vice President and President – Corporate Services from 2002 until 2004 and Executive Vice President and President – Retirement Plan Services from 2000 until 2002. Mr. Bettinger joined the company in 1995 as part of the acquisition of The Hampton Company, which he founded in 1983. Mr. Bettinger is a nominee for election this year.

Mr. Bettinger has significant financial services experience, having served in a senior executive role overseeing sales, service, marketing and operations for 35 years. As Chief Executive Officer of the company, Mr. Bettinger works closely with the board in evaluating and enhancing the strategic position of the company.

 

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JOAN T. DEA

DIRECTOR SINCE 2017

Ms. Dea, age 54, is the founder of Beckwith Investments, a private investment and consulting firm, and has served as Managing Director since 2008. She served on the Executive Committee of BMO Financial Group from 2003 to 2008, most recently as Executive Vice President, Strategic Management and Corporate Marketing. She was previously a Partner and Director at Boston Consulting Group from 1994 to 2003, where she was a leader in the global financial services practice. Ms. Dea has served on the Board of Directors of Charles Schwab Bank since 2011 and Cineplex Inc. since 2006. She previously served on the Board of Directors for Torstar Corporation from 2009 to 2015 and Performance Sports Group from 2015 to 2017. Ms. Dea is a nominee for election this year.

Ms. Dea brings public company, leadership, strategy, governance and financial services experience to the board, having served in a variety of executive leadership positions at BMO Financial Group and Boston Consulting Group.

CHRISTOPHER V. DODDS

DIRECTOR SINCE 2014

Mr. Dodds, age 58, has served as a senior advisor at The Carlyle Group, a private equity firm, since 2008. He also serves on the Board of Directors of Charles Schwab Bank. From 1986 to 2007, Mr. Dodds held several key positions at The Charles Schwab Corporation, including Executive Vice President and Chief Financial Officer. Mr. Dodds is a nominee for election this year.

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 1999 until 2007, and as a director of Charles Schwab Bank since 2007.

STEPHEN A. ELLIS

DIRECTOR SINCE 2012

Mr. Ellis, age 55, is a managing partner of TPG Capital, a private equity and alternative investment firm. Prior to joining TPG Capital in 2015, Mr. Ellis served as Chief Executive Officer of Asurion, LLC, a provider of consumer technology protection services, from 2012 through 2014. Prior to Asurion, Mr. Ellis served as Worldwide Managing Director of Bain & Company, a management consulting firm, from 2005 until 2012, and as Managing Partner for Bain’s West Coast offices from 1999 through 2004. Mr. Ellis joined Bain in 1993. Mr. Ellis’ term expires in 2019.

Mr. Ellis brings leadership and management skills, investment expertise and experience in global management consulting to the board, having served as Worldwide Managing Director of Bain & Company, Chief Executive Officer of Asurion, LLC, and as a managing partner at TPG Capital.

 

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MARK A. GOLDFARB

DIRECTOR SINCE 2012

Mr. Goldfarb, age 66, has served as a managing partner of BDO USA, LLP, an accounting and consulting firm, since January 2015. He was a founder of SS&G, Inc. (SS&G), an accounting and business consulting firm, and served as managing partner of SS&G from 1987 until 2012, and as senior managing director of SS&G from 2012 until January 2015, at which time SS&G merged with BDO USA, LLP. Mr. Goldfarb served on the Board of Trustees and as Chairman of the Audit Committee of Schwab Strategic Trust, a registered investment company, from 2009 until 2012. He is also a past president of Cascade Capital Corporation. Mr. Goldfarb is a nominee for election this year.

Mr. Goldfarb brings financial and operational leadership experience to the board, having served as a founder and senior managing director of SS&G and a managing partner with BDO USA, LLP. His financial expertise is critical for his role as Audit Committee Chairman.

WILLIAM S. HARAF

DIRECTOR SINCE 2015

Mr. Haraf, age 69, serves as a special advisor for Promontory Financial Group, a financial consulting firm. He was a managing director of Promontory Financial Group from 2012 until 2014. Mr. Haraf serves as a member of the Board of Directors of Charles Schwab Bank. From 2008 until 2012, he served as Commissioner of the California Department of Financial Institutions. Mr. Haraf served as a member of the Financial Stability Oversight Council from 2010 until 2012, as managing director of Banc of America Securities from 1999 until 2003 and as Senior Vice President of Strategic Policy Development and Planning at Bank of America from 1994 until 1999. Mr. Haraf’s term expires in 2020.

Mr. 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.

FRANK C. HERRINGER

DIRECTOR SINCE 1996

Mr. Herringer, age 75, is the retired Chairman of the Board and Chief Executive Officer of Transamerica Corporation, a financial services company. He served as Chairman of the Board of Transamerica from 1996 until 2016, Chief Executive Officer from 1991 until 1999 and President from 1986 until 1999, when Transamerica was acquired by AEGON N.V. From the date of the acquisition until 2000, Mr. Herringer served on the Executive Board of AEGON N.V. and as Chairman of the Board of AEGON USA, Inc. Mr. Herringer is a director of Transamerica Corporation, the holding company for AEGON N.V.’s operations in the United States, and Amgen Inc., a biotechnology company. He previously served on the Board of Directors of Safeway, Inc. from 2008 until its acquisition by Albertsons Holdings in 2015. Mr. Herringer’s term expires in 2020.

Mr. Herringer brings public company knowledge and leadership experience to the board, having served as Chief Executive Officer of Transamerica, and his service at Transamerica and AEGON contributes to his knowledge of the financial services industry. Mr. Herringer brings insights to the board from his service on other public company boards.

 

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STEPHEN T. McLIN

DIRECTOR SINCE 1988

Mr. McLin, age 71, has been Chairman and Chief Executive Officer of STM Holdings LLC, which offers merger and acquisition advice, since 1998. He serves as a member of the Board of Directors of Charles Schwab Bank. From 1987 until 1998, he was President and Chief Executive Officer of America First Financial Corporation, a finance and investment banking firm, and parent of EurekaBank. Before that, he was an Executive Vice President of Bank of America. Mr. McLin’s term expires in 2020.

Mr. McLin brings leadership experience to the board, having served as Chief Executive Officer of America First Financial Corporation and having extensive knowledge of the financial services industry through his experience at STM Holdings LLC, America First Financial Corporation and Bank of America.

CHARLES A. RUFFEL

Mr. Ruffel, age 61, is the founder and managing partner of Kudu Investment Management, LLC, a private equity firm. He served as CEO and Managing Partner of Kudu Advisors, LLC, an investment banking company, from 2010 to 2015. He was the Chief Executive Officer and Founder of Asset International, Inc., an information provider in the field of asset management, retirement, and bank services from 1989 to 2010. He served as a trustee of Schwab Strategic Trust from 2009 until 2018 and a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, and Laudus Trust from 2015 until 2018. Mr. Ruffel was a director of Case Interactive Media, Inc., a financial media business, from 2010 to 2014 and has been a director of Aspire Financial Services, LLC, a financial services and retirement planning company, since 2012. Mr. Ruffel is a nominee for election this year.

Mr. Ruffel would bring financial and leadership experience to the board, having served as a founder and Chief Executive Officer of Kudu Advisors, LLC and Asset International, Inc. He would bring insight to the board from his service as a trustee of numerous asset management funds of the company.

ARUN SARIN

DIRECTOR SINCE 2009

Mr. Sarin, age 63, served as Chief Executive Officer of Vodafone Group Plc, a mobile telecommunications company, from 2003 until his retirement in 2008. Beginning in 1984, he held a variety of management positions with Pacific Telesis Group, a telecommunications company, and AirTouch Communications, Inc., a wireless telecommunications company, which was spun off from Pacific Telesis Group in 1994. He was appointed President and Chief Operating Officer of AirTouch in 1997. In 1999, Mr. Sarin was appointed Chief Executive Officer of Vodafone’s US/AsiaPacific region. He left Vodafone in 2000 to become Chief Executive Officer of Infospace, Inc., an information technology company. From 2002 until 2003, he served as Chief Executive Officer of Accel-KKR Telecom, a private equity firm. He served as a non-executive director of the Court of the Bank of England from 2005 until 2009. Mr. Sarin is a director of Accenture PLC, a consulting and information technology services company, Cisco Systems, Inc., a networking and communications technology company, and Blackhawk Network Holdings, Inc., a pre-paid and payments network. He previously served as a director of Safeway, Inc. from 2009 until its acquisition by Albertsons Holdings in 2015. Mr. Sarin’s term expires in 2019.

Mr. Sarin brings public company knowledge and leadership experience to the board, having served as President and Chief Operating Officer of AirTouch Communications, Inc. and Chief Executive Officer of Vodafone Group Plc. He brings insights to the board from his service on other public company boards.

 

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CHARLES R. SCHWAB

DIRECTOR SINCE 1986

Mr. Schwab, age 80, has been Chairman and a director of The Charles Schwab Corporation since its incorporation in 1986. Mr. Schwab served as Chief Executive Officer of the company from 1986 to 1997 and from 2004 until 2008. He served as Co-Chief Executive Officer of the company from 1998 to 2003. Mr. Schwab was a founder of Charles Schwab & Co., Inc. in 1971 and served as its Chief Executive Officer from 2004 until 2008. Mr. Schwab is Chairman of Charles Schwab Bank. Mr. Schwab served as Chairman and trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, and Laudus Trust, all registered investment companies, through 2015. Mr. Schwab’s term expires in 2019.

Mr. Schwab is the founder of the company, was the Chief Executive Officer of the company, and has been the Chairman since its inception. His vision continues to drive the company’s growth.

PAULA A. SNEED

DIRECTOR SINCE 2002

Ms. Sneed, age 70, is Chairman and Chief Executive Officer of Phelps Prescott Group, LLC, a strategy and management consulting firm. She served as Executive Vice President, Global Marketing Resources and Initiatives, of Kraft Foods, Inc., a global food and beverage company, from 2005 until her retirement in 2006, Senior Vice President, Global Marketing Resources and Initiatives from 2004 to 2005, and Group Vice President and President of E-Commerce and Marketing Services for Kraft Foods North America, part of Kraft Foods, Inc., from 2000 until 2004. She joined General Foods Corporation (which later merged with Kraft Foods) in 1977 and held a variety of senior executive positions, including Chief Marketing Officer, Executive Vice President and President eCommerce division, Executive Vice President and President Desserts division, and Senior Vice President and President Food Service division. Ms. Sneed is a director of TE Connectivity, Ltd., a manufacturer of engineered electronic components, network solutions, wireless systems, and telecommunications systems, and Berry Global Group, Inc., a package manufacturing company. She previously served as a director of Airgas, Inc. from 1999 until its acquisition by Air Liquide in 2016. Ms. Sneed’s term expires in 2019.

Ms. Sneed brings marketing skills and general management and executive leadership experience to the board, having served in a variety of senior executive positions at Kraft Foods, and as Chairman and Chief Executive Officer of Phelps Prescott Group. She brings insights to the board through her service on other public company boards.

ROGER O. WALTHER

DIRECTOR SINCE 1989

Mr. Walther, age 82, has served as Chairman and Chief Executive Officer of Tusker Corporation, a real estate and business management company, since 1997. He served as Chairman and Chief Executive Officer of ELS Educational Services, Inc., a provider in the United States and internationally of courses in English as a second language, between 1992 and 1997. Mr. Walther was President, Chief Executive Officer and a director of AIFS, Inc., which designs and markets educational and cultural programs internationally, from 1964 until 1993. Mr. Walther served as Chairman and a director of First Republic Bank from 1985 until 2007. Mr. Walther’s term expires in 2020.

Mr. Walther brings public company knowledge, leadership, and financial services industry experience to the board, having served as Chairman and Chief Executive Officer of Tusker Corporation, Chairman and a director of First Republic Bank, Chief Executive Officer of ELS Educational Services, Inc. and Chief Executive Officer of AIFS, Inc.

 

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ROBERT N. WILSON

DIRECTOR SINCE 2003

Mr. Wilson, age 77, is Chairman of Mevion Medical Systems, Inc., a medical device company. Mr. Wilson was Chairman of Caxton Health Holdings, LLC, a healthcare-focused investment firm, from 2004 through 2007, and was Vice Chairman of the Board of Directors of Johnson & Johnson, a manufacturer of health care products, from 1989 until 2003. Mr. Wilson joined Johnson & Johnson in 1964. Mr. Wilson’s term expires in 2020.

Mr. Wilson brings public company knowledge and leadership experience to the board, having served as Vice Chairman of Johnson & Johnson, Chairman of Mevion Medical Systems, and Chairman of Caxton Health Holdings.

DIRECTOR INDEPENDENCE

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 have general guidelines for independence. The guidelines for independence are available on the company’s website at www.aboutschwab.com/governance.

Based on our guidelines and New York Stock Exchange corporate governance standards, we have determined that the following directors and nominees are independent: John K. Adams, Jr., C. Preston Butcher, Joan T. Dea, Christopher V. Dodds, Stephen A. Ellis, Mark A. Goldfarb, William S. Haraf, Frank C. Herringer, Stephen T. McLin, Charles A. Ruffel, Arun Sarin, Paula A. Sneed, Roger O. Walther, and Robert N. Wilson. We have also determined that Ms. Bechtle, who retired from the board during 2017, was independent during the time she served on the board in 2017. Mr. Butcher’s term will expire at the annual meeting and he will not stand for reelection.

In determining independence, the Board of Directors considers broadly all relevant facts and circumstances regarding a director’s relationships with the company. All non-employee directors receive compensation from the company for their service as directors, as disclosed in the section “Director Compensation,” and are entitled to receive reimbursement for their expenses in traveling to and participating in board and committee meetings. As disclosed in the “Transactions with Related Persons” section of this proxy statement, some directors and entities with which they are affiliated have credit transactions with the company’s banking and brokerage subsidiaries, such as mortgage loans, revolving lines of credit, or other extensions of credit. These transactions with directors and their affiliates are made in the ordinary course of business and as permitted by the Sarbanes-Oxley Act of 2002. 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 as part of its determination of independence:

 

·  

C. Preston Butcher: The director’s spouse serves as a director of a nonprofit organization to which the company, its affiliates or its charitable foundation have made donations.

 

·  

Stephen A. Ellis: The director serves as a director of a technology company that the company’s charitable foundation has engaged.

 

·  

Mark A. Goldfarb: The director serves as a managing partner of a firm that the company has engaged.

 

·  

Frank C. Herringer: The director’s spouse serves as a director of a nonprofit organization to which the company, its affiliates or its charitable foundation have made donations.

 

·  

Arun Sarin: The director serves as a director of a consulting firm that the company has engaged.

 

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DIRECTOR NOMINATIONS

The Nominating and Corporate Governance Committee recommended all of the nominees for election included in this year’s proxy statement. The Board of Directors appointed Ms. Dea as a director effective October 19, 2017 to fill the vacancy created by the resignation of Ms. Bechtle, and this is the first time she is standing for election since her appointment. Ms. Dea has served on the Board of Directors of Charles Schwab Bank since 2011. She was recommended as a potential director to the Nominating and Corporate Governance Committee by the Chairman and other executive management. Mr. Ruffel previously served as a trustee of the Schwab Strategic Trust from 2009 to 2018 and of the Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, and Laudus Trust from 2015 to 2018. He was recommended as a potential director to the Nominating and Corporate Governance Committee by the Chief Executive Officer and other executive management. The Nominating and Corporate Governance Committee, comprised of independent directors, recommended Ms. Dea’s and Mr. Ruffel’s nominations as candidates.

The Nominating and Corporate Governance Committee has a policy to consider candidates recommended by stockholders. The policy provides that stockholder recommendations must be in writing and include the following information: (i) the name, address and contact information of the recommending stockholder; (ii) proof of the stockholder’s share ownership; (iii) a resume or statement of the candidate’s qualifications; and (iv) a statement of the stockholder’s relationship with the proposed candidate or interest in the proposed candidacy. The written recommendation must be addressed to the Assistant Corporate Secretary at the address provided in the “Corporate Governance” section of this proxy statement.

Diversity

When identifying director nominees, the board considers the qualifications and skills represented on the board. As discussed in the “Director Qualifications” section below, one of the considerations evaluated by the board is the diversity of experience and background of directors. This consideration is broad, is consistent with our company’s non-discrimination policies, and includes diversity of skill sets and experience as well as background, including race and gender.

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

The qualifications for directors are described in our Corporate Governance Guidelines, which are available on the company’s website at www.aboutschwab.com/governance. 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 ability to work together with other directors, with full and open discussion and debate as an effective group,

 

·  

current knowledge and experience in the company’s business or operations, or contacts in the community in which the company does business and in the industries relevant to the company’s business, or substantial business, financial or industry-related experience, and

 

·  

the willingness and ability to devote adequate time to the company’s business.

 

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The committee also considers the following qualities and skills when making its determination whether a nominee is qualified for the position of director:

 

·  

relationships that may affect the independence of the director or conflicts of interest that may affect the director’s ability to discharge his or her duties,

 

·  

diversity of experience and background, including the need for financial, business, academic, public sector and other expertise on the board or board committees, and

 

·  

the fit of the individual’s skills and experience with those of the other directors and potential directors in comparison to the needs of the company.

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.

Identifying and Evaluating Candidates for Director

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. Nominees for director are evaluated, in consultation with the company’s Chairman, by the committee, which may retain the services of a professional search firm to assist it in identifying or evaluating potential candidates.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

If you wish to communicate with the board, the Chairman of the Nominating and Corporate Governance Committee, or the independent directors as a group, you may send your communication in writing to the Assistant Corporate Secretary at the address provided in the “Corporate Governance” section of this proxy statement. 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.

DIRECTOR COMPENSATION

Mr. Schwab and Mr. Bettinger, who are employed by the company, receive no additional compensation for their service as directors. In 2017, non-employee directors received the following cash retainers and equity grants:

Cash Retainers

Each non-employee director received an annual cash retainer in the amount of $100,000. In addition, the Chairs of the Audit Committee and the Risk Committee each received an annual cash retainer of $35,000, and the other members of the Audit Committee and the Risk Committee each received an annual cash retainer of $15,000. The Chair of the Compensation Committee received an annual cash retainer of $30,000, and the other members of the Compensation Committee each received an annual cash retainer of $10,000. The Chair of the Nominating and Corporate Governance

 

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Committee received an annual cash retainer of $25,000, and the other members of the Nominating and Corporate Governance Committee each received an annual cash retainer of $10,000.

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

Each non-employee director received an annual equity grant under the 2013 Stock Incentive Plan with an aggregate value of $140,000. Non-employee directors received this equity grant 50% in stock options and 50% in restricted stock units (RSUs).

Changes to Non-Employee Director Compensation for 2018

On December 14, 2017, the Board of Directors approved a $5,000 increase in the annual cash retainer for the Chairs of the Audit Committee and the Risk Committee, effective January 1, 2018. As a result of this increase, the Chairs of the Audit Committee and the Risk Committee each will receive an annual cash retainer of $40,000.

On December 14, 2017, the Board of Directors approved a $20,000 increase in the annual equity grants for non-employee directors, subject to stockholder approval at the 2018 Annual Meeting of Stockholders. If the $20,000 increase in the annual equity grants for non-employee directors is approved by stockholders at the 2018 Annual Meeting of Stockholders, each non-employee director would receive an annual equity grant under the 2013 Stock Incentive Plan with an aggregate value of $160,000. Non-employee directors would receive this equity grant 50% in stock options and 50% in RSUs.

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 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:

 

·  

The annual grants of options and RSUs vest over the three-year period following the grant date, with 25% vesting on each of the first and second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date. The options and RSUs become 100% vested in the event of the non-employee director’s death, disability or retirement.

 

·  

The number of RSUs for the annual grant is determined by dividing 50% of the aggregate value of the annual equity grant by the average of the high and low market price of the company’s common stock on the grant date.

 

·  

The number of options for the annual grant of stock options is determined by dividing 50% of the aggregate value of the annual equity grant by the fair value of an option on the grant date.

 

·  

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.

 

·  

Each stock option expires on the earliest of (1) the date ten years after the grant date, (2) the date three months after termination of service for any reason other than death, disability or retirement, or (3) the date one year after termination of service because of death or disability.

 

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The company also has stock ownership guidelines for non-employee directors. Under our guidelines, each non-employee director should own company stock with a fair market value equal to or exceeding $400,000. 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.

Directors’ Deferred Compensation Plan

Non-employee directors also may participate in the Directors’ Deferred Compensation Plan II. This plan allows them to defer receipt of all or a portion of their cash retainers and, at their election, either to:

 

(1)   receive stock options that:

 

·  

have a fair value equal to the amounts deferred (as determined under the valuation method used by the company to value stock options at the time of the deferral),

 

·  

have an option exercise price equal to the closing price of common stock on the date the deferred amount would have been paid, and

 

·  

vest immediately upon grant and generally expire ten years after the grant date,

– or –

 

(2)   receive RSUs that are funded by an equivalent number of shares of common stock to be held in a “rabbi” trust and distributed to the director when he or she ceases to be a director.

 

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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 2017.

2017 Director Compensation Table

 

Name

   Fees Earned or Paid in Cash ($)                              
  

Cash1

($)

    

Deferred into
Restricted Stock
Units or Options2, 6

($)

    

Stock
Awards3, 6

($)

    

Option
Awards4, 6

($)

    

All
Other
Compen-
sation5

($)

    

Total

($)

 
         

John K. Adams, Jr.

     236,500               135,000        70,000        2,510        444,010  
         

Nancy H. Bechtle7

     120,000               70,000        70,000        1,259        261,259  
         

C. Preston Butcher

            125,000        70,000        70,000        1,640        266,640  
         

Joan T. Dea

     90,310               76,667        11,667        1,283        179,927  
         

Christopher V. Dodds

     253,500               135,000        70,000        2,760        461,260  
         

Stephen A. Ellis

     62,500        62,500        70,000        70,000        1,640        266,640  
         

Mark A. Goldfarb

     145,000               70,000        70,000        1,640        286,640  
         

William S. Haraf

     224,500               135,000        70,000        2,510        432,010  
         

Frank C. Herringer

            135,000        70,000        70,000        1,640        276,640  
         

Stephen T. McLin

     68,000        125,000        135,000        70,000        2,922        400,922  
         

Arun Sarin

     125,000               70,000        70,000        1,640        266,640  
         

Paula A. Sneed

     120,000               70,000        70,000        1,640        261,640  
         

Roger O. Walther

     140,000               70,000        70,000        1,640        281,640  
         

Robert N. Wilson

     135,000               70,000        70,000        1,640        276,640  

 

(1)   This column shows amounts paid in cash for retainers and special meeting fees. For Mr. Adams, Ms. Dea, Mr. Dodds, Mr. Haraf, and Mr. McLin, the amount in this column includes their cash retainer and meeting fees for service on the Board of Directors of Charles Schwab Bank.

 

(2)   This column shows the dollar amount of retainers and meeting fees deferred into RSUs or options under the Directors’ Deferred Compensation Plan II. The corresponding RSUs or options were as follows: 11,649 options for Mr. Butcher, 1,490 RSUs for Mr. Ellis, 3,216 RSUs for Mr. Herringer, and 11,649 options for Mr. McLin.

 

(3)   The amounts shown in this column represent the grant date fair value of the RSU award. In 2017, non-employee directors who served the full year received an automatic grant of RSUs with a grant date fair value of $70,000. Ms. Dea’s award was prorated from the time she joined the board on October 19, 2017. For Mr. Adams, Ms. Dea, Mr. Dodds, Mr. Haraf, and Mr. McLin, the amount in this column includes an additional grant of RSUs with a grant date fair value of $65,000 for service on the Board of Directors of Charles Schwab Bank.

 

(4)   The amounts shown in this column represent the grant date fair value of the stock option award. In 2017, non-employee directors who served the full year received an automatic grant of stock options with a grant date fair value of $70,000. The amount for Ms. Dea represents the grant date fair value of the stock option award, prorated from the time she joined the board on October 19, 2017.

 

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(5)   This column shows the dollar amount of dividend equivalents on unvested RSUs.

 

(6)   The following table shows the aggregate number of outstanding stock option and RSU awards held by the non-employee directors as of December 31, 2017. This includes stock options and RSUs acquired under the Directors’ Deferred Compensation Plans.

 

Name       Stock Option    
Awards
        Restricted Stock    
Unit Awards
 
   

John K. Adams, Jr.

    22,866       8,625  
   

Nancy H. Bechtle

    7,165       588  
   

C. Preston Butcher

    285,267       33,962  
   

Joan T. Dea

    940       4,249  
   

Christopher V. Dodds

    25,025       8,771  
   

Stephen A. Ellis

    75,728       12,479  
   

Mark A. Goldfarb

    34,090       4,754  
   

William S. Haraf

    22,866       8,625  
   

Frank C. Herringer

    103,194       122,857  
   

Stephen T. McLin

    267,965       40,562  
   

Arun Sarin

    88,926       4,754  
   

Paula A. Sneed

    87,352       51,272  
   

Roger O. Walther

    103,194       34,137  
   

Robert N. Wilson

    76,270       59,238  

 

(7)   Ms. Bechtle retired from the board on October 19, 2017.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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 SEC rules during 2017.

 

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PROPOSAL TWO:

RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS

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 has selected Deloitte & Touche LLP and the member firms of Deloitte Touche Tohmatsu Limited (collectively referred to as Deloitte) as the company’s independent registered public accounting firm for the 2018 fiscal year. Deloitte has served in this capacity since the company’s inception. The Audit Committee and the Board of Directors believe that the retention of Deloitte for the 2018 fiscal year is in the best interests of the company and its stockholders. Although we are not required to submit the selection of the independent auditors to stockholders, we are asking for your ratification as part of the Audit Committee’s evaluation process of the independent registered public accounting firm for the next fiscal year.

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.

AUDITOR FEES

Fees for services provided by Deloitte in the last two fiscal years were:

 

     2017      2016  
     (amounts in millions)  

Audit Fees1

   $ 8.0      $ 7.8  
 

Audit-Related Fees2

     2.6        2.4  
 

Tax Fees3

     None        None  
 

All Other Fees4

     None        None  
 

Total

   $ 10.6      $ 10.2  

 

(1)   Audit fees are the aggregate fees for professional services billed by Deloitte in connection with their audits of the consolidated annual financial statements and management’s assessment of the effectiveness of internal control over financial reporting, and reviews of the consolidated financial statements included in quarterly reports on Form 10-Q.

 

(2)   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.

 

(3)   Tax fees are limited by the Audit Committee to services by Deloitte for tax return review, preparation and compliance.

 

(4)   All other fees represent fees not included in “audit fees,” “audit-related fees,” and “tax fees.”

In addition to the services listed above, Deloitte provides audit and tax return review, preparation and compliance services to certain unconsolidated affiliated mutual funds and foundations. The fees for such services are included in the expenses of the mutual funds and foundations and borne by the stockholders of the funds and foundations.

 

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Amounts billed by Deloitte for these services were $0.2 million in 2017 and $0.3 million in 2016. These amounts are not included in the expenses of The Charles Schwab Corporation.

Non-Audit Services Policies and Procedures

The Audit Committee has adopted a policy regarding non-audit services performed by Deloitte. The Audit Committee’s policy prohibits engaging Deloitte to perform the following services:

 

·  

any contingent fee arrangement,

 

·  

bookkeeping or other services relating to accounting records or financial statements of the audit client,

 

·  

broker-dealer services,

 

·  

actuarial services,

 

·  

management and human resource functions (including executive search services),

 

·  

legal services and expert services unrelated to the audit,

 

·  

appraisal and valuation services, fairness opinions or contribution-in-kind reports,

 

·  

internal audit outsourcing,

 

·  

financial information systems design and implementation,

 

·  

tax consulting or advice or a tax opinion on an “aggressive” tax position or on a “listed transaction” or a “confidential transaction” as defined by U.S. Department of Treasury regulations, and

 

·  

tax services to employees who have a financial reporting oversight role.

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:

 

·  

accounting theory consultation (includes services such as guidance on the application of Generally Accepted Accounting Principles to various transactions and guidance on the effects of new accounting pronouncements),

 

·  

assurance and due diligence (includes services such as certain reports on internal controls, review of Securities and Exchange Commission filings, merger and acquisition due diligence, employee benefit plan audits, and foreign statutory audits and regulatory reports), and

 

·  

tax return review, preparation and compliance.

Services not subject to pre-approval limits in one of the three categories above require specific pre-approval from the Audit Committee. Fees related to services requiring specific pre-approval are limited, on an annual basis, to 50% of the combination of audit fees, audit-related fees and tax fees.

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.

In fiscal years 2017 and 2016, the Audit Committee pre-approved 100% of the services performed by Deloitte relating to “audit-related fees”.

 

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AUDIT COMMITTEE REPORT

 

The Audit Committee has met and held discussions with management and the company’s independent registered public accounting firm. As part of this process, the committee has:

 

·  reviewed and discussed the audited financial statements with management,

 

·  discussed with the independent registered public accounting firm the matters required to be discussed pertaining to Public Company Accounting Oversight Board AS 1301 (Communications with Audit Committees), and

 

·  received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm its independence.

 

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, for filing with the SEC.

 

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

 

Mark A. Goldfarb, Chairman

John K. Adams, Jr.

C. Preston Butcher

Christopher V. Dodds

Stephen A. Ellis

William S. Haraf

 

 

 

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EXECUTIVE OFFICERS

The company has ten executive officers:

 

·  

Charles R. Schwab, Chairman

 

·  

Walter W. Bettinger II, President and Chief Executive Officer

 

·  

Marie A. Chandoha, President and Chief Executive Officer of Charles Schwab Investment Management, Inc.

 

·  

Bernard J. Clark, Executive Vice President – Advisor Services

 

·  

Jonathan M. Craig, Senior Executive Vice President

 

·  

Peter B. Crawford, Executive Vice President and Chief Financial Officer

 

·  

David R. Garfield, Executive Vice President, General Counsel and Corporate Secretary

 

·  

Terri R. Kallsen, Executive Vice President – Investor Services

 

·  

Joseph R. Martinetto, Senior Executive Vice President and Chief Operating Officer

 

·  

Nigel J. Murtagh, Executive Vice President – Corporate Risk

Biographical information about Mr. Schwab and Mr. Bettinger is set forth above in “Proposal No. 1 – Election of Directors.” Biographical information about Ms. Chandoha, Mr. Clark, Mr. Craig, Mr. Crawford, Mr. Garfield, Ms. Kallsen, Mr. Martinetto, and Mr. Murtagh is set forth below.

Ms. Chandoha, age 56, has been President and Chief Executive Officer of Charles Schwab Investment Management, Inc. since 2011. She serves as a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust, all registered investment companies. Prior to joining the company, Ms. Chandoha served as the global head of the fixed-income business at BlackRock (formerly Barclays Global Investors) from 2007 until 2010 and as co-head and senior portfolio manager in charge of the Montgomery fixed income division at Wells Capital Management from 1999 until 2007.

Mr. Clark, age 60, has been Executive Vice President – Advisor Services of the company since 2012. Mr. Clark has served as Executive Vice President – Advisor Services of Charles Schwab & Co., Inc. since 2010. From 2006 until 2010, Mr. Clark served as Senior Vice President – Schwab Institutional Sales of Charles Schwab & Co., Inc. During 2005 and 2006, he served as Senior Vice President – Client Service of Charles Schwab & Co., Inc. Mr. Clark joined the company in 1998.

Mr. Craig, age 46, has been Senior Executive Vice President of the company since February 2018. He has served as Executive Vice President and Chief Marketing Officer of Charles Schwab & Co., Inc. since 2012 and served as Executive Vice President – Client and Marketing Solutions from 2017 until 2018. Mr. Craig joined the company in 2000.

Mr. Crawford, age 49, has been Executive Vice President and Chief Financial Officer of the company and Charles Schwab & Co., Inc. since 2017. He served as Executive Vice President of Finance of the company and Charles Schwab & Co., Inc. from 2015 to 2017, and Senior Vice President – Asset Management Client Solutions of Charles Schwab & Co., Inc. from 2008 to 2015. Prior to joining the company in 2001, Mr. Crawford was an engagement manager at McKinsey & Company.

Mr. Garfield, age 61, has been Executive Vice President, General Counsel and Corporate Secretary of the company and Executive Vice President of Charles Schwab & Co., Inc. since 2014. Mr. Garfield served as Deputy General Counsel of Wells Fargo & Company from 1998 until he joined the company in 2014.

 

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Ms. Kallsen, age 50, has been Executive Vice President – Investor Services of the company and Charles Schwab & Co., Inc. since 2014. She served as Senior Vice President – Portfolio Consulting of Charles Schwab & Co., Inc. from 2012 until 2014 and as Senior Vice President – Branch Network from June 2014 until December 2014. Prior to joining the company, Ms. Kallsen served as Executive Vice President of First Command Financial Services from 2009 until 2012 and as Senior Vice President of USAA from 2004 until 2009.

Mr. Martinetto, age 56, has been Senior Executive Vice President and Chief Operating Officer of the company since February 2018. He has served as Senior Executive Vice President of Charles Schwab & Co., Inc. since July 2015 and he served as Senior Executive Vice President of the company until February 2018. He served as Chief Financial Officer of the company and Charles Schwab & Co., Inc. from 2007 until 2017, and Executive Vice President of the company and Charles Schwab & Co., Inc. from 2007 until July 2015. Mr. Martinetto served as Senior Vice President and Treasurer of the company and Charles Schwab & Co., Inc. from 2003 to 2007 and Senior Vice President – Individual Investor Finance of Charles Schwab & Co., Inc. from 2002 to 2003. He also serves on the Board of Directors of Charles Schwab & Co., Inc. and Schwab Bank. Additionally, Mr. Martinetto is a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust, all registered investment companies. Mr. Martinetto joined the company in 1997.

Mr. Murtagh, age 54, has been Executive Vice President – Corporate Risk of the company and Charles Schwab & Co., Inc. since 2012. He served as Senior Vice President and Chief Credit Officer of Charles Schwab & Co., Inc. from 2002 until 2012 and of the company from 2008 until 2012. Mr. Murtagh joined the company in 2000.

 

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PROPOSAL THREE:

ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION

This proxy statement contains detailed information in the Compensation Discussion and Analysis and executive compensation tables regarding compensation of the named executive officers. The “named executive officers” are those executive officers who are listed in the Summary Compensation Table. We ask that you provide an advisory vote to approve the following, non-binding resolution on named executive officer compensation:

RESOLVED, that the stockholders of The Charles Schwab Corporation approve the compensation paid to the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related footnotes, and narrative disclosures.

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.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

This section describes the company’s executive compensation program, policies and practices and how executive compensation is designed to support the company’s strategic objectives.

Key Business Results

The company’s strategy is to put clients’ perspectives, needs, and desires at the forefront and to see business “Through Clients’ Eyes.” Because investing plays a fundamental role in building financial security, the company strives to deliver a better investing experience for its clients – individual investors and the people and institutions who serve them – by disrupting longstanding industry practices on their behalf and providing superior service. In pursuing this strategy, the company:

 

·  

Offers a broad range of products and solutions to meet client needs with a focus on transparency and value,

 

·  

Combines its scale and resources with ongoing expense discipline to keep costs low and ensure that products and solutions are affordable as well as responsive to client needs, and

 

·  

Seeks to maximize its market valuation and stockholder returns over time.

Effective execution of this strategy in 2017, bolstered by strength in the equity markets, was reflected in key client metrics:

 

·  

Core net new assets of $198.6 billion marked the fifth consecutive year at or above $125 billion and a 7% annual organic growth rate.

 

·  

10.8 million active brokerage accounts and 1.2 million banking accounts at year end, up 6% and 8%, respectively, over year-end 2016.

 

·  

$3.36 trillion in client assets as of December 31, 2017, up 21% over year-end 2016. Of these assets, approximately half ($1.70 trillion) were receiving some form of ongoing advisory service, up 21%: $1.43 trillion were under the guidance of an independent advisor and $269 billion in client assets were enrolled in a retail advisory solution.

Success with clients combined with ongoing expense discipline in 2017 led to record financial performance:

 

·  

Net revenues of $8.6 billion were up 15% over year-end 2016, and net income of $2.4 billion was up 25% over year-end 2016 – both amounts are records for the firm.

 

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·  

Revenue growth was approximately 440 basis points higher than our 11% expense growth during the year.

 

·  

Pre-tax profit margin of 42.4% was up 240 basis points over the prior year.

 

·  

Earnings per share (EPS) of $1.61 was up 23% over the prior year.

 

·  

Return on common equity (ROCE) was 15%, the highest in eight years.

A more thorough discussion of the company’s business and business strategy is provided in the company’s Annual Report on Form 10-K.

Executive Compensation Program

The executive compensation program is intended to support the company’s strategic objectives by:

 

·  

attracting, motivating and retaining talented, highly capable executive officers,

 

·  

rewarding executives for individual performance,

 

·  

linking executive pay with the company’s financial performance, and

 

·  

aligning incentives for executive officers with the interests of the company and its stockholders by linking pay with longer-term performance.

The compensation program uses three elements – base salary, annual cash incentives and long-term incentive awards (LTI) – to achieve these objectives. As illustrated by the charts below, the majority of compensation is delivered through variable performance-based incentives. This approach maintains a strong link between executive pay and the company’s financial performance, only rewards executives when value has been created for stockholders, and drives long-term performance.

 

LOGO

 

*   Pay mix is based on amounts in the Summary Compensation Table. Annual cash incentive is the amount reported for the Corporate Executive Bonus Plan under Non-Equity Incentive Plan Compensation and bonuses paid outside the Corporate Executive Bonus Plan. Long-term Incentive Awards are amounts reported for Stock Awards and Option Awards.

 

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Key Compensation Decisions

The company’s “Through Clients’ Eyes” strategy is based on the principle that developing trusted relationships will translate into more assets from both new and existing clients, ultimately drive more revenue and, along with expense discipline, generate earnings growth and build long-term stockholder value. Success with clients in 2017 helped fuel strong revenue growth and improved profitability with continued expense discipline.

The Compensation Committee’s decisions for 2017 aligned with this disciplined focus on financial results. In 2017, 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.

 

·  

Set the target EPS goal for 100% payout upon achieving the company’s financial plan approved by the board.

 

·  

Approved annual cash incentive payouts under the Corporate Executive Bonus Plan of 108.55% of the target set by the Compensation Committee based on the company’s financial performance.

 

·  

Awarded PBRSUs with cliff-vesting based on a three-year performance period to ensure continued focus on long-term performance and retention.

 

·  

Continued to use ROCE equaling or exceeding COE as the performance goal for the 2017 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.

The Compensation Committee continuously reviews and evaluates the company’s compensation program and policies and considers stockholder views regarding executive compensation. For the 2018 program, the Compensation Committee made decisions that maintain the strong relationship between compensation opportunity and the management team’s success in executing on the business strategy. For 2018, the Compensation Committee:

 

·  

Selected EPS as the performance criterion for the Corporate Executive Bonus Plan, set the target EPS goal for 100% payout upon achieving the company’s financial plan approved by the board.

 

·  

Awarded PBRSUs with cliff-vesting based on a three-year performance period to ensure continued focus on long-term performance and retention.

 

·  

Expanded retirement eligibility for equity awards, the Corporate Executive Bonus Plan and the Deferred Compensation Plan II to include individuals who are at least age 65 with at least 5 years of service in addition to individuals who are at least age 55 with 10 years of service.

 

·  

Modified the peer group used as a reference point for assessing the competitiveness of executive and director compensation for periods after 2017.

 

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SUMMARY OF THE EXECUTIVE COMPENSATION PROGRAM

The 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.

 

Objective   Element of Compensation
  Base
Salary
    Annual Cash
Incentives
  Long-Term Incentives
   

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

          EPS measures profitability and reflects the annual impact of operational actions and decisions around capital structure.  

PBRSUs: ROCE compared to COE measures earnings on stockholder equity and long-term profitability.

 

Stock options: reward share price appreciation by delivering compensation only when the stock price appreciates above the fair market value exercise price.

COMPENSATION PLANNING AND THE DECISION-MAKING PROCESS

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:

 

·  

recommendations from the Chairman and the Chief Executive Officer regarding compensation for the other executive officers and performance criteria for annual and long-term incentives, developed in consultation with the Executive Vice President – Human Resources,

 

·  

recommendations from the Chief Financial Officer regarding performance criteria and goals for annual and long-term incentives,

 

·  

advice from the Executive Vice President – Corporate Risk regarding the design and results of incentive compensation programs to ensure consistency with the company’s financial plan, strategic objectives and risk profile, and

 

·  

guidance and advice of its independent compensation consultant, Semler Brossy Consulting Group (Semler Brossy).

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’s review of named executive officer compensation in 2017 included consideration of:

 

·  

the economic environment, market trends, and proposed regulations,

 

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·  

a competitive pay analysis of peer companies with data from proxy statements and the McLagan 2016 Top Management Survey,

 

·  

each executive’s experience, responsibilities, individual performance, and pay relative to internal peers, and

 

·  

reports prepared by the company’s compensation consultant and or Human Resources Department on each executive’s pay history with:

 

  ·  

actual total compensation from 2013 to 2016,

 

  ·  

projected 2017 compensation,

 

  ·  

option exercises, equity vesting amounts, dividend equivalents, 401(k) balances, deferred compensation balances, and other cash compensation (e.g., company match for the 401(k) plan and wellness incentives),

 

  ·  

the value and vesting schedule of outstanding long-term awards, and

 

  ·  

each component of pay as a percentage of total compensation.

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 and pay practices for executive officers and non-employee directors. The data is not used to set compensation targets. Peers were selected considering the following factors:

 

·  

Quantitative: revenue, market capitalization, and number of employees

 

·  

Qualitative: business model, geographic coverage, and competition for customers and/or employees.

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, and companies that provide custody services and process a significant daily volume of consumer financial transactions. The peer group of 23 companies used for compensation for 2017 was:

 

LOGO

 

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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. For 2018, the Compensation Committee reviewed and updated the peer group by adding Morgan Stanley and Pay Pal and removing Legg Mason. These changes increase the size of the brokerage sector to include a leader in wealth management that is subject to the Federal Reserve’s Comprehensive Capital Analysis and Review requirements and the custody and processing sector to include a fintech company, and reduce the asset management sector by removing a smaller asset management company.

Compensation Consultant

Under its charter, the Compensation Committee is authorized to retain compensation consultants and to approve the terms of the engagement. In 2017, the Compensation Committee engaged Semler Brossy to review pay trends across the financial services industry and in the peer group, advise directly on Chief Executive Officer, Chairman and non-employee director compensation, provide competitive assessments of executive compensation, review long-term incentives as well as the long-term incentives used by companies in the peer group, assist with the review and analysis of the peer group, and provide general advice and counsel with respect to executive compensation programs, market practices and trends. Semler Brossy was engaged by the Compensation Committee directly and does not provide other services to the company. In 2017, the Compensation Committee reviewed information regarding potential conflicts of interest with Semler Brossy, including: other services it might provide to the company, fees received from the company as a percentage of its total revenue, policies and procedures designed to prevent conflicts of interest, any business and/or personal relationships with members of the Compensation Committee, company stock owned, and any business and/or personal relationships between Semler Brossy consultants and any executive officer of the company.

ELEMENTS OF COMPENSATION

Base salary, annual cash incentives and long-term incentives are the key compensation elements for achieving the company’s objectives. The following adjustments were made to base salary, annual cash incentives and long-term incentives of the named executive officers in 2017:

 

Executive    Compensation Adjustments    Reason for Adjustments
  

Base Salary

$ Increase

   Increase in Bonus
Target (% of salary)
   LTI $ Increase   
     

Walter W. Bettinger II

   $100,000       $750,000   

·  To reward and recognize accomplishments as CEO

     

Peter B. Crawford

     $35,000    25%    $500,000   

·  Individual performance

·  Pay relative to internal peers

·  Increased Responsibilities

     

Charles R. Schwab

   $100,000       $300,000   

·  To reward and recognize accomplishments as Executive Chairman

Base Salary

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.

 

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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 2017, 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. Effective May 16, 2017, the Compensation Committee increased Mr. Crawford’s bonus target by 25% upon his promotion to Executive Vice President and Chief Financial Officer in recognition of the increase in his responsibilities. The bonus amount associated with increasing Mr. Crawford’s target due to his promotion was paid outside of the Corporate Executive Bonus Plan.

EPS was established as the performance criterion for all named executive officers. The Compensation Committee believes EPS provides a comprehensive measure of the company’s profitability and focuses executive officers on operating performance and decisions around capital structure. For purposes of the Corporate Executive Bonus Plan, EPS is calculated as fully diluted EPS calculated in accordance with U.S. Generally Accepted Accounting Principles, subject to categories of adjustments and exclusions approved by the Compensation Committee at the time the performance criterion was established. EPS goals were summarized in a matrix with potential payouts ranging from 50% to 200% of the target bonus award, with a 100% payout assigned to the EPS goal set by the Compensation Committee. Achieving EPS of less than 50% of the target EPS goal would result in no bonus payment; achieving EPS between 50% and 100% of the target EPS goal would result in a payout of between 50% and 100% of the target bonus award; and achieving EPS of more than the target EPS goal would result in a payout of between 100% and 200% of the target bonus award. The threshold of 50% of target EPS was adopted to establish the minimum level of achievement for a bonus payment and a cap on bonus payout was set at 200% of the target award. When determining whether the performance goals have been achieved, the Compensation Committee reviews unusual gains and losses and whether results have been achieved in a manner consistent with the company’s risk profile. Based on this review, the Compensation Committee may exercise discretion to reduce payouts.

 

LOGO

In 2017, the target EPS goal was set at $1.52; the maximum payment was 200% of the target bonus award for EPS of $3.04 or higher; and the minimum payment was 50% of the target bonus award for EPS of $0.76. The target EPS goal of $1.52 was set to result in a payout of 100% of the target bonus award for performance in line with the company’s financial plans approved by the board. For 2017, the Compensation Committee approved payouts based on EPS of $1.65, which excluded charges related to tax reform and location strategy. 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 108.55% of target for each of the named executive officers.

 

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Long-Term Incentives

At its January 2017 meeting, the Compensation Committee approved equity awards to be granted on March 1, 2017 for the named executive officers pursuant to the 2013 Stock Incentive Plan. Of the total target equity awards granted, 50% was granted in stock options and 50% was granted in PBRSUs to align the incentives of executives with the long-term interests of stockholders. This mix reflects a steady evolution over the past several years towards PBRSUs, moving from 30% PBRSUs in 2009, 2010 and 2011 to 40% in 2012, and 50% since 2013.

The Compensation Committee increased the value of the awards granted to Mr. Crawford by $250,000 in January in recognition of his individual performance and pay relative to internal peers. In April 2017, in recognition of his promotion to Executive Vice President and Chief Financial Officer and the increase in his responsibilities, the Compensation Committee granted Mr. Crawford equity awards of $125,000 in stock options and $125,000 in time-based RSUs with a grant date of June 1, 2017, each award vesting 25% annually over four years.

Stock Options

The Compensation Committee approved stock options to be granted on March 1, 2017 vesting 25% annually over four years.

Performance-Based Restricted Stock Units

The Compensation Committee approved PBRSUs with cliff-vesting based on the three-year performance period from January 1, 2017 to December 31, 2019. The main features of the 2017 PBRSUs are summarized below.

 

   Feature   Comments

  Grant Date

 

·  March 1, 2017

 

  Vesting Schedule

 

·  100% vesting on the third anniversary of the grant date

 

All vesting is subject to Compensation Committee certification that the performance goal for that period has been met

 

  Performance Period

 

·  January 1, 2017 to December 31, 2019

 

  Dividend Equivalent Payments

 

·  Dividend equivalent payments equal to the dividends paid on a share of company stock will accumulate and be paid in cash when, and if, the underlying units vest

 

·  If the performance goals for the units are not met, the dividend equivalent payments are forfeited

 

  Payment

 

·  The number of shares of company stock payable upon vesting will vary based upon performance

 

·  200% of the target award is the maximum number of shares of company stock payable for each unit that vests

 

  Performance Criteria

 

·  ROCE

 

·  COE

The Compensation Committee approved performance goals based on ROCE and COE with variable payouts where the number of shares payable is determined by dividing ROCE by COE and multiplying the result by the funding level summarized in a matrix. Shares are earned at target when ROCE divided by COE equals at least 1. Shares are forfeited if the performance target is not met or paid in a range from 100% to 200% of the target award when performance equals or exceeds target.

 

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The Compensation Committee approved performance criteria based on ROCE and 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. The opportunity for a payout up to 200% of the target award incents executives to exceed target performance and directly links the magnitude of the payout to the company’s performance up to a cap of 200%. If the Compensation Committee certifies that the goal has been met for the performance period, then the award 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.

ROCE is calculated as net income available to common stockholders divided by average common stockholders’ equity, for the applicable performance period, subject to categories of adjustments and exclusions approved by the Compensation Committee at the time the performance criteria were established.

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 beta of the company’s equity (a measure of the volatility of the company’s common stock relative to the broader equity market), and a market equity risk premium (an estimate of the expected excess return required for holding equities instead of a risk-free asset).

In determining whether the performance goals have been met, the Committee excludes losses from any unusual or non-recurring items including but not limited to: discontinued operations; the cumulative negative effects of changes in accounting principles and laws; losses on divestitures; losses on foreign exchange transactions; impairment of goodwill, intangible or long-lived assets; litigation-related charges; restructuring charges; and any other unusual or non-recurring losses.

Vesting of Performance-Based Restricted Stock Units for Performance Periods Ending December 31, 2017

In 2016, the Compensation Committee moved to granting performance-based equity awards with three-year cliff vesting. Prior to that time, awards had annual vesting periods. In 2015, the Compensation Committee granted performance-based equity awards with a transitional three-year performance period, and vesting of two-thirds of the award is based on a three-year performance period from January 1, 2015 to December 31, 2017. In 2014, the Compensation Committee granted performance-based equity awards with four one-year performance periods and one-fourth of these awards had a one-year performance period ending on December 31, 2017. These awards only vest if the Compensation Committee certifies that the applicable performance goals have been achieved.

When granting the PBRSUs each year, the Compensation Committee selects appropriate measures of performance given the company’s business objectives and the economic environment. The Compensation Committee chose ROCE compared to COE as a criterion that reflects the creation of financial value for stockholders in all phases of the business cycle and measures the earnings power of the company. Shares are earned at target when ROCE divided by COE equals at least 1. Shares are earned above target when ROCE divided by COE equals at least 2. The Compensation Committee determined the achievement of the performance goals excluding charges related to tax reform and location strategy and a gain related to a tax benefit associated with equity compensation. The achievement of the performance goals for the tranches of those awards with performance periods ending in 2017 were:

 

Grant
Year
   Performance Goal  

Performance

Period

  ROCE   COE   Performance Goal
Met
2015    ROCE ³ COE   January 1, 2015 to December 31, 2017   13.3%   8.3%   Yes
2014      January 1, 2017 to December 31, 2017   14.3%   8.9%   Yes

 

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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 2008, 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:

 

·  

does not provide financial planning assistance,

 

·  

does not gross up payments to cover executives’ personal tax liability,

 

·  

does not offer executive retirement or medical plans, and

 

·  

does not match contributions to the deferred compensation plan.

Employee Benefit Plans

The company offers no defined benefit plan, special retirement plan for executives or other nonqualified excess plans to named executive officers. Executive officers may participate in the company’s 401(k) plan and employee stock purchase plan available to all eligible employees subject to Internal Revenue Service limits (except Mr. Schwab, who is excluded from the employee stock purchase plan because he owns more than 5% of the company’s stock), and a deferred compensation plan available to officers and other key employees.

Severance

All employees, including executive officers other than Mr. Schwab, are eligible to receive severance benefits under the Charles Schwab Severance Pay Plan (Severance Plan), which is described in the narrative following the Termination and Change in Control Benefits Table. 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. Mr. Schwab is entitled to severance benefits pursuant to his employment agreement, as 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, restricted stock units, and performance-based 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 2017, all of the named executive officers had stock ownership exceeding the guidelines.

 

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Prohibition on Speculative Trading in Company Stock

Speculative trading in the company’s stock is prohibited. 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 the Compensation Committee or the independent directors take action. Under the terms of the company’s stock incentive plan, the exercise price of options cannot be less than the closing price of company stock on the grant date.

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.

Response to Advisory Vote on Say-on-Pay and Stockholder Engagement

The Compensation Committee considers the result of the stockholders’ advisory say-on-pay vote when reviewing and evaluating the executive compensation program throughout the year. The Compensation Committee noted the strong support of the stockholders, who approved the company’s advisory vote by approximately 97% of the votes at the 2017 Annual Meeting of Stockholders, and believes this vote reflects broad support of our compensation program and policies.

The Compensation Committee continues to review and evaluate the company’s compensation program and policies in the context of our business, regulatory requirements, and evolving best practices. 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 the company’s Corporate Risk Management and Human Resources Departments on incentive compensation practices and policies throughout the company and the potential impact on risk-taking by employees. The report reviewed payouts, risk ratings and balancing methods for all employee incentive compensation plans, changes in incentive compensation plans and programs made in 2017, bank product incentives, and enhancements to the incentive compensation risk management program, including the covered employee risk management performance review process. The annual report identified the following risk-mitigating factors currently in place:

 

·  

approval of executive compensation by an independent board committee,

 

·  

review of plan design and performance results for all executive incentive plans by the corporate risk officer,

 

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·  

performance-based long-term incentive awards,

 

·  

a balanced suite of performance metrics with a strong link to stockholder value,

 

·  

caps on annual incentive opportunities,

 

·  

performance goals based on financial plans reviewed by the board,

 

·  

a four-year vesting period for stock options with limited opportunities for accelerated vesting,

 

·  

a three-year performance period and cliff-vesting for performance-based RSUs with limited opportunities for accelerated vesting,

 

·  

meaningful executive stock ownership guidelines,

 

·  

annual review of incentive plan performance, along with centralized design and administration of all incentive plans, and

 

·  

modest severance benefits.

In addition, when reviewing the design of and payments pursuant to incentive compensation programs, the Compensation Committee considers the review by the Executive Vice President – Corporate Risk regarding consistency with the company’s financial plan, strategic objectives and risk profile.

Internal Revenue Code Section 162(m)

Historically, plans were structured so that compensation would be performance-based and deductible under Section 162(m) (Section 162(m)) of the Internal Revenue Code, as amended (the Code), with the Compensation Committee approving compensatory arrangements that were not deductible under Section 162(m) based on business needs. The Tax Cuts and Jobs Act enacted on December 22, 2017 (2017 Tax Reform) eliminated the performance-based compensation exemption from the Section 162(m) one million dollar deduction limit with an exception for certain agreements in effect on November 2, 2017 (the 162(m) Grandfather). While the scope of the 162(m) Grandfather will not be clear until the Treasury Department issues regulations, the company intends to administer outstanding arrangements and plans to the extent compatible with business needs to preserve potential deductions that may be available under the 162(m) Grandfather.

COMPENSATION DECISIONS MADE FOR 2018

2018 Compensation for the Chief Executive Officer

In January 2018, the Compensation Committee approved a $150,000 increase in base salary and a $500,000 increase in long-term incentives for Mr. Bettinger to reward and recognize his accomplishments as CEO. The Compensation Committee believes that Mr. Bettinger’s leadership is a key factor in growing the long-term strength of our franchise by focusing on serving clients, operating in a disciplined manner and building a leadership team for the future.

2018 Annual Cash Incentives

In the first quarter of 2018, the Compensation Committee considered performance criteria for 2018 annual cash incentive awards under the Corporate Executive Bonus Plan. The Compensation Committee selected overall corporate performance as measured by EPS.

 

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2018 Long-Term Incentives

In the first quarter of 2018, the Compensation Committee approved long-term equity awards of 50% stock options and 50% PBRSUs under the 2013 Stock Incentive Plan to align the long-term incentives of the executives with the long-term interests of the stockholders. These equity awards were approved to be granted on March 1, 2018. The stock options will vest 25% annually over four years. The PBRSUs will have cliff-vesting based on the three-year performance period from January 1, 2018 to December 31, 2020. The main features of the 2018 PBRSUs are summarized below.

 

   Feature   Comments

  Grant Date

 

·  March 1, 2018

 

  Vesting Schedule

 

·  100% vesting on the third anniversary of the grant date

 

All vesting is subject to Compensation Committee certification that the performance goal for that period has been met

 

  Performance Period

 

·  January 1, 2018 to December 31, 2020

 

  Dividend Equivalent Payments

 

·  Dividend equivalent payments equal to the dividends paid on a share of company stock will accumulate and be paid in cash when, and if, the underlying units vest

 

·  If the performance goals for the units are not met, the dividend equivalent payments are forfeited

 

  Payment

 

·  The number of shares of company stock payable upon vesting will vary based upon performance

 

·  200% of the target award is the maximum number of shares of company stock payable for each unit that vests

 

  Performance Criteria

 

·  ROCE

 

·  COE

Changes to Retirement Eligibility

At its December 2017 meeting, the Compensation Committee expanded retirement eligibility for equity awards, the Corporate Executive Bonus Plan, and the Deferred Compensation Plan II to include individuals who terminate employment after attaining age 65, with at least 5 years of service, in addition to individuals who terminate employment after attaining age 55, with 10 years of service. For individuals who are retirement eligible, restricted stock units and non-qualified stock options vest at termination, while performance-based restricted stock units continue to vest following retirement and are payable on the original payment schedule subject to the company’s attainment of the performance goals. Under the Corporate Executive Bonus Plan, the Compensation Committee may award a bonus to employees who retire prior to the end of the performance period based on the achievement of the performance criteria. Under the Deferred Compensation Plan II, deferral elections are honored for employees who are retirement eligible, while accounts of employees who are not retirement eligible are paid out in the year following termination.

 

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COMPENSATION COMMITTEE REPORT

 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the company’s annual report on Form 10-K for the fiscal year ended December 31, 2017 and the proxy statement on Schedule 14A.

 

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

 

Roger O. Walther, Chairman

Joan T. Dea

Frank C. Herringer

Paula A. Sneed

Robert N. Wilson

 

2017 CEO PAY RATIO

The following information contains the relationship of the median annual total compensation of company employees to the annual total compensation of Mr. Bettinger, the President and Chief Executive Officer.

To identify the “median employee,” the company used a consistently applied compensation measure to determine total cash compensation for each employee other than the CEO. The consistently applied compensation measure uses the company’s payroll records for each employee, except the CEO, to determine each employee’s annual rate of salary as of October 1, 2017 and actual bonus paid for performance in 2016, including quarterly advances paid in 2016 and the final 2016 bonus payment on March 3, 2017.

Based on its internal records, the company’s employee population as of October 1, 2017 consisted of 16,623 individuals, including full-time, part-time, temporary and seasonal employees. Of those 16,623 individuals, 16,570 were in the United States and 53 outside of the United States. Since non-U.S. employees account for 5% or less of the total employee population, they were not included in the analysis. The excluded employees are located in: Australia (16 employees), Hong Kong (24 employees), Singapore (5 employees), and the United Kingdom (8 employees).

Once the median employee was identified, the pay ratio for the annual total compensation of the median employee to the CEO was calculated for the 2017 fiscal year in accordance with the rules for the Summary Compensation Table as follows:

 

·  

the median of the annual total compensation of all employees of the company (other than the CEO) was $98,152;

 

·  

the annual total compensation of the CEO, as reported in the Summary Compensation Table, was $14,348,737; and

 

·  

the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 146 to 1.

 

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EXECUTIVE COMPENSATION TABLES

The following tables show compensation information for the named executive officers: Walter W. Bettinger II, President and Chief Executive Officer, Peter B. Crawford, Executive Vice President and Chief Financial Officer, Joseph R. Martinetto, Senior Executive Vice President and Chief Operating Officer and Former Chief Financial Officer, and the next three most highly compensated executive officers as of December 31, 2017.

2017 Summary Compensation Table

 

Name and Principal

Position

  Year     Salary
($)
   

Bonus1

($)

    Stock
Awards2
($)
    Option
Awards3
($)
   

Non-Equity
Incentive

Plan
Compen-
sation4
($)

    All  Other
Compen-
sation5
($)
    Total
($)
 
             

Walter W. Bettinger II

President and Chief

Executive Officer

   

2017

2016

2015

 

 

 

   

1,133,333

1,041,667

1,000,000

 

 

 

   


 

 

 

   

4,250,000

3,875,000

3,750,000

 

 

 

   

4,250,000

3,875,000

3,750,000

 

 

 

   

4,613,375
10,639,350

3,714,000

 
 

 

   

102,029

116,632

123,373

 

 

 

   

14,348,737
19,547,649

12,337,373

 
 

 

             

Peter B. Crawford

Executive Vice President

and Chief Financial Officer

    2017       444,167       76,325       500,000       500,000       482,142       17,754       2,020,388  
             

Joseph R. Martinetto

Senior Executive Vice President

and Chief Operating Officer

and Former Chief Financial Officer

   

2017

2016

2015

 

 

 

   

625,000

625,000

610,417

 

 

 

   


 

 

 

   

1,000,000

1,000,000

1,125,000

 

 

 

   

1,000,000

1,000,000

1,125,000

 

 

 

   

1,356,875

3,662,325

1,209,113

 

 

 

   

36,647

39,713

38,762

 

 

 

   

4,018,522

6,327,038

4,108,292

 

 

 

             

Charles R. Schwab6

Chairman

   

2017

2016

2015

 

 

 

   

583,333

500,000

500,000

 

 

 

   


 

 

 

   

1,650,000

1,500,000

1,500,000

 

 

 

   

1,650,000

1,500,000

1,500,000

 

 

 

   

1,583,021

4,582,800

1,238,000

 

 

 

   

53,119

60,273

62,269

 

 

 

   

5,519,473

8,143,073

4,800,269

 

 

 

             

Marie A. Chandoha

President and Chief Executive Officer,

Charles Schwab Investment Management, Inc.

   

2017

2016

2015

 

 

 

   

575,000

572,500

560,000

 

 

 

   


 

 

 

   

750,000

750,000

750,000

 

 

 

   

750,000

750,000

750,000

 

 

 

   

1,092,284

3,279,559

970,592

 

 

 

   

34,742

37,175

36,828

 

 

 

   

3,202,026

5,389,234

3,067,420

 

 

 

             

Bernard J. Clark

Executive Vice President –

Advisor Services

   

2017

2016

2015

 

 

 

   

525,000

525,000

520,833

 

 

 

   


 

 

 

   

750,000

750,000

625,000

 

 

 

   

750,000

750,000

625,000

 

 

 

   

997,303

3,008,350

773,749

 

 

 

   

31,210

31,171

34,251

 

 

 

   

3,053,513

5,064,521

2,578,833

 

 

 

 

(1)   The amounts shown in this column represent bonuses paid outside of the Corporate Executive Bonus Plan, a non-equity incentive plan, for the officer who received a promotion after the beginning of the performance period.

 

(2)   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 Financial Accounting Standards Board Accounting Standards Codification Topic 718, 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. The maximum value of the 2017 PBRSU grants on the grant date, assuming the performance conditions are met at 200% of the target award, would be: $8,500,000 for Mr. Bettinger; $1,000,000 for Mr. Crawford; $3,300,000 for Mr. Schwab; $2,000,000 for Mr. Martinetto; and $1,500,000 for each of Ms. Chandoha and Mr. Clark.

 

    

PBRSUs awarded in 2017, 2016 and 2015 vest only upon satisfaction of the performance conditions of those awards. For the 2017, 2016 and 2015 PBRSUs, the date the Compensation Committee granted the units and the

 

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  date all significant terms of the award were finalized were the same. The values reflected in the table for the grants are the number of units granted multiplied by the average of the high and low market price of the company’s common stock on the accounting grant date.

 

     For further discussion of the company’s accounting for its equity compensation plans, including key assumptions, see “Part II – Item 8 – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 2. Summary of Significant Accounting Policies,” and “Note 18. Employee Incentive, Retirement, Deferred Compensation, and Career Achievement Plans” from the company’s Form 10-K for the period ended December 31, 2017.

 

(3)   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. For further discussion of the company’s accounting for its equity compensation plans, including key assumptions, see “Part II – Item 8 – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 2. Summary of Significant Accounting Policies,” and “Note 18. Employee Incentive, Retirement, Deferred Compensation, and Career Achievement Plans” from the company’s Form 10-K for the period ended December 31, 2017.

 

(4)   For 2017 and 2015, represents amounts earned under the Corporate Executive Bonus Plan. For 2016, represents amounts earned under the Corporate Executive Bonus Plan plus amounts earned from long-term cash incentive awards granted in 2013 for 2013-2016 performance.

 

(5)   The amounts shown in this column for 2017 include the following:

 

Named Executive Officer    Employer
Matching
Contributionsa
($)
    

Dividend
Equivalentsb

($)

 
   

Walter W. Bettinger II

     13,750        85,784  
   

Peter B. Crawford

     13,750        3,018  
   

Joseph R. Martinetto

     13,750        21,412  
   

Charles R. Schwab

     13,750        38,909  
   

Marie A. Chandoha

     13,750        19,454  
   

Bernard J. Clark

     13,750        16,213  

 

  (a)   The amounts in this column are employer match payments under the company’s defined contribution plan, the SchwabPlan Retirement Savings and Investment Plan, which is a 401(k) plan available to all eligible employees.

 

  (b)   The amounts in this column are dividend equivalent payments on vested PBRSUs and unvested RSUs. 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.

 

(6)   Mr. Schwab has had an employment contract with the company since 1987. His employment contract is described in the Narrative to Summary Compensation and Grants of Plan-Based Awards Tables.

 

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2017 Grants of Plan-Based Awards Table

 

Name   Grant
Date
   

Date of
Action if
Not

Grant
Date1

    Estimated Possible
Payouts Under
Non-Equity Incentive
Plan Awards2
    Estimated Future
Payouts Under
Equity Incentive
Plan Awards3
   

All
Other
Stock
Awards:
Number
of
Shares
of Stock4

(#)

   

All Other
Option
Awards:
Number of
Securities
Underlying
Options5

(#)

    Exercise
or Base
Price of
Option
Awards
($/Sh)
    Grant
Date Fair
Value  of
Equity
Awards
($)6
 
     

Threshold

($)

   

Target

($)

   

Maximum

($)

   

Threshold

(#)

   

Target

(#)

   

Maximum

(#)

         

Walter W. Bettinger II

   

1/26/2017

3/1/2017

3/1/2017

 

 

 

   


1/26/2017

1/26/2017

 

 

 

   

2,125,000

 

 

 

   

4,250,000

 

 

 

   

8,500,000

 

 

 

   


 

 

 

   


100,284

 

 

 

   


200,568

 

 

 

   


 

 

   


324,924

 

 

 

   


42.99

 

 

 

   


4,250,000

4,250,000

 

 

 

Peter B. Crawford

   

1/26/2017

3/1/2017

3/1/2017

6/1/2017

6/1/2017

 

 

 

 

 

   


1/26/2017

1/26/2017

4/20/2017

4/20/2017

 

 

 

 

 

   

222,084

 

 

 

 

 

   

444,167

 

 

 

 

 

   

888,334

 

 

 

 

 

   


 

 

 

 

 

   


8,849

 

 

 

 

 

   


17,698

 

 

 

 

 

   


3,191

 

 

 

 

 

   


28,670

11,191

 

 

 

 

 

   


42.99

39.70

 

 

 

 

 

   


375,000

375,000

125,000

125,000

 

 

 

 

 

Joseph R. Martinetto

   

1/26/2017

3/1/2017

3/1/2017

 

 

 

   


1/26/2017

1/26/2017

 

 

 

   

625,000

 

 

 

   

1,250,000

 

 

 

   

2,500,000

 

 

 

   


 

 

 

   


23,597

 

 

 

   


47,194

 

 

 

   


 

 

 

   


76,453

 

 

 

   


42.99

 

 

 

   


1,000,000

1,000,000

 

 

 

Charles R. Schwab

   

1/26/2017

3/1/2017

3/1/2017

 

 

 

   


1/26/2017

1/26/2017

 

 

 

   

729,167

 

 

 

   

1,458,333

 

 

 

   

2,916,666

 

 

 

   


 

 

 

   


38,934

 

 

 

   


77,868

 

 

 

   


 

 

 

   


126,147

 

 

 

   


42.99

 

 

 

   


1,650,000

1,650,000

 

 

 

Marie A. Chandoha

   

1/26/2017

3/1/2017

3/1/2017

 

 

 

   


1/26/2017

1/26/2017

 

 

 

   

503,125

 

 

 

   

1,006,250

 

 

 

   

2,012,500

 

 

 

   


 

 

 

   


17,698

 

 

 

   


35,396

 

 

 

   


 

 

 

   


57,340

 

 

 

   


42.99

 

 

 

   


750,000

750,000

 

 

 

Bernard J. Clark

   

1/26/2017

3/1/2017

3/1/2017

 

 

 

   


1/26/2017

1/26/2017

 

 

 

   

459,375

 

 

 

   

918,750

 

 

 

   

1,837,500

 

 

 

   


 

 

 

   


17,698

 

 

 

   


35,396

 

 

 

   


 

 

 

   


57,340

 

 

 

   


42.99

 

 

 

   


750,000

750,000

 

 

 

 

(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.

 

(2)   These columns show, for the January 26, 2017 grant date for each named executive officer, the range of possible payouts for annual cash incentive awards granted in 2017 under the Corporate Executive Bonus Plan. The actual annual cash incentive awards paid for 2017 performance under this plan are shown in the “non-equity incentive plan compensation” column of the Summary Compensation Table. The “threshold” column shows the bonus payment for achieving 50% of the target EPS goal; achieving less than 50% of the target EPS goal would result in no bonus payment.

 

(3)   These PBRSU awards were granted under the 2013 Stock Incentive Plan and vest on the third anniversary of the grant date, provided that a target performance goal based on ROCE divided by COE for the three-year performance period ending December 31, 2019 is met. Shares are forfeited if the performance target is not met or will be paid in a range from 100% to 200% of the target award when performance equals or exceeds target.

 

(4)   This RSU award to Mr. Crawford was approved on April 20, 2017 with a grant date of June 1, 2017. It was granted under the 2013 Stock Incentive Plan and vests in four equal annual installments beginning on the first anniversary of the grant date.

 

(5)   These stock option awards were granted under the 2013 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.

 

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(6)   For the option awards approved on January 26, 2017 with a grant date of March 1, 2017, the grant date fair value was determined by multiplying the number of shares granted by the fair value of the option as determined by an options pricing model. The fair value of the option determined by the pricing model on March 1, 2017 was $13.08. For PBRSU awards, the grant date fair value was determined by multiplying the number of units granted by the average of the high and low market price of the company’s common stock on the grant date of March 1, 2017, which was $42.38.

 

     For the option award to Mr. Crawford approved on April 20, 2017 with a grant date of June 1, 2017, the grant date fair value was determined by multiplying the number of shares granted by the fair value of the option as determined by an options pricing model. The fair value of the option determined by the pricing model on June 1, 2017 was $11.17. For the RSU award to Mr. Crawford, the grant date fair value was determined by multiplying the number of units granted by the average of the high and low market price of the common stock on the grant date of June 1, 2017, which was $39.70.

NARRATIVE TO SUMMARY COMPENSATION AND GRANTS OF PLAN-BASED AWARDS TABLES

Base Salaries

In 2017, the Compensation Committee increased the base salary for Mr. Schwab by $100,000 (20%), for Mr. Bettinger by $100,000 (9.5%), and for Mr. Crawford by $35,000 (8.4%). The Compensation Committee made no other adjustments to base salary for the named executive officers in 2017.

Annual Cash Incentives

In 2017, the Compensation Committee increased Mr. Crawford’s annual cash incentive target from 100% to 125% of base salary. The Compensation Committee made no other adjustments to annual cash incentive targets for the named executive officers in 2017.

Long-Term Incentives

In 2017, the Compensation Committee increased the long-term incentive awards for Mr. Schwab by $300,000, for Mr. Bettinger by $750,000, and for Mr. Crawford by $500,000. The Compensation Committee made no other adjustments to long-term incentive awards for the named executive officers in 2017.

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

Dividend equivalent payments on vested PBRSUs and on unvested RSU awards are included in the “all other compensation” section of the Summary Compensation Table because these dividend equivalent payments are not included in the fair value of the stock on the grant date as shown in the Grants of Plan-Based Awards Table.

 

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Table of Contents

Employment Agreement for Mr. Schwab

The company and Mr. Schwab entered into an amended employment agreement, effective March 31, 2003. Stockholders approved the amended employment agreement. The amended agreement has an initial term of five years, and provides that as of each March 31, the term of the employment agreement is automatically extended by an additional year, under the same terms and conditions, unless beforehand either party provides notice to the other of an intention not to extend it. To address potential penalty taxes on deferred compensation pursuant to Section 409A of the Internal Revenue Code and associated regulations, the Board of Directors and Mr. Schwab agreed to amendments to his employment agreement in 2008 to specify the timing of payments, establish definitions of triggering events that are consistent with the Internal Revenue Service’s guidance under Section 409A, and delay certain payments until six months after Mr. Schwab terminates employment, as required by Section 409A for certain employees. The amendments do not impact the amount of the payments.

The amended employment agreement provides for an annual base salary of $900,000, subject to annual review by the board, and provides that Mr. Schwab will be entitled to participate in all compensation and fringe benefit programs made available to other executive officers, including stock-based incentive plans. Mr. Schwab’s bonus is determined under the Corporate Executive Bonus Plan, as described in the Compensation Discussion and Analysis.

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. “Cause” is defined as the commission of a felony, or willful and gross negligence, or misconduct that results in material harm to the company. “Involuntary termination” includes a material change in Mr. Schwab’s capacities or duties at the company.

If an involuntary termination is not due to death, disability or cause:

 

·  

Mr. 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

 

·  

all his outstanding, unvested shares and options under stock incentive plans will vest fully on the termination date.

If an involuntary termination is due to disability, Mr. Schwab will be entitled to receive:

 

·  

his base salary and benefits, less any payments under the long-term disability plan, for a period of 36 months from the termination date, and

 

·  

a prorated portion of any bonus or incentive payments for the year in which the disability occurs.

If an involuntary termination is due to death, a lump sum payment will be made to Mr. Schwab’s estate equal to five times his then base salary.

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. Schwab has the right (but not the obligation) to enter into a consulting arrangement with the company if he voluntarily resigns his employment upon 6 months’ written notice to the company, or within 24 months of a change in control of the company if he voluntarily resigns or his employment is involuntarily terminated. Under that arrangement, Mr. Schwab would provide certain consulting services to the company for a period of five years for an annual payment equal to $1 million or 75% of his then base salary, whichever is less.

 

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For estimated termination and change in control payments and benefits to Mr. Schwab, please refer to the Termination and Change in Control Benefits Table.

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.)

License Agreement for Mr. Schwab

The company and Charles Schwab & Co., Inc. also are parties to an assignment and license agreement with Mr. Schwab that was approved in July 1987 by the company’s non-employee directors. Under the agreement, Mr. Schwab has assigned to the company all service mark, trademark, and trade name rights to Mr. Schwab’s name (and variations on the name) and likeness. 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’s use of his name does not cause confusion about whether the company is involved with goods or services actually created, endorsed, marketed or sold by Mr. Schwab or by third parties unrelated to the company. The assignment and license agreement defines the “financial services business” as the business in which Charles Schwab & Co., Inc. is currently engaged and any additional and related business in which that firm or the company is permitted to engage under rules and regulations of applicable regulatory agencies.

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 (0.3%) of the aggregate net revenues of the company (on a consolidated basis) and those of its unconsolidated assignees and licensees that use the name or likeness. These payments may not, however, exceed $2 million per year, adjusted up or down to reflect changes from the cost of living prevailing in the San Francisco Bay Area in May 1987, and they will terminate if the company and its subsidiaries cease using Mr. Schwab’s name and likeness. 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. Schwab’s name and likeness even after he is no longer affiliated with the company and, under most circumstances, limits Mr. Schwab’s separate use of his name and likeness in the financial services business. However, the company’s ability to assign the license agreement, or to permit others to use Mr. Schwab’s name and likeness, is limited during Mr. Schwab’s lifetime. Thus, without Mr. Schwab’s consent, the company may not transfer the license, or any of the company’s rights under the license, to a third party, including by means of mergers or reorganizations in which the stockholders who held shares prior to the transaction do not retain the ability to elect the majority of the board immediately following such transaction (among other circumstances).

 

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Table of Contents

2017 Termination and Change in Control Benefits Table

 

Name   Event1  

Salary
and

Bonus

    Early
Vesting
of Stock
Options2
   

Early or
Continued
Vesting of
Restricted
Stock

Units2

    Other     Total  
         

Walter W. Bettinger II

  Termination under Severance Plan   $ 1,359,349 3    $ 18,842,743 4    $ 18,758,732 4    $ 21,967 5    $ 38,982,791  
  Change in control           18,842,743 6      18,758,732 6            37,601,475  
  Death or disability           18,842,743 6      18,758,732 6            37,601,475  
  Retirement or voluntary resignation           18,842,743 4      18,758,732 4            37,601,475  
         

Peter B. Crawford

  Termination under Severance Plan   $ 502,508 3    $ 461,151 7    $ 195,977 7    $ 20,646 5    $ 1,180,282  
  Change in control             1,209,215 6      1,343,531 6              2,552,746  
  Death or disability             1,209,215 6      1,343,531 6              2,552,746  
         

Joseph R. Martinetto

  Termination under Severance Plan   $ 738,780 3    $ 4,910,765 4    $ 4,777,050 4    $ 22,257 5    $ 10,448,852  
  Change in control           4,910,765 6      4,777,050 6            9,687,815  
  Death or disability           4,910,765 6      4,777,050 6            9,687,815  
  Retirement or voluntary resignation           4,910,765 4      4,777,050 4            9,687,815  
         

Charles R. Schwab

  Termination without cause   $ 6,549,063 8    $ 7,554,749 9    $ 7,442,742 4    $ 71,191,467 10    $ 92,738,021  
  Change in control           7,554,749 6      7,442,742 6            14,997,491  
  Death     3,000,000 11      7,554,749 6      7,442,742 6      70,253,145 12      88,250,636  
  Disability     1,800,000 13      7,554,749 6      7,442,742 6      70,253,145 12      87,050,636  
  Resignation following a change in control     2,250,000 14      7,554,749 6      7,442,742 6      70,253,145 12      87,500,636  
  Retirement or voluntary resignation     2,250,000 14      7,554,749 4      7,442,742 4      70,253,145 12      87,500,636  
         

Marie A. Chandoha

  Termination under Severance Plan   $ 436,407 3    $ 1,588,706 7    $ 1,233,805 7    $ 8,951 5    $ 3,267,869  
  Change in control           3,729,387 6      3,630,523 6            7,359,910  
  Death or disability           3,729,387 6      3,630,523 6            7,359,910  
         

Bernard J. Clark

  Termination under Severance Plan   $ 620,569 3    $ 3,468,715 4    $ 3,424,889 4    $ 22,257 5    $ 7,536,430  
  Change in control           3,468,715 6      3,424,889 6            6,893,604  
  Death or disability           3,468,715 6      3,424,889 6            6,893,604  
  Retirement or voluntary resignation           3,468,715 4      3,424,889 4            6,893,604  

 

(1)   This table shows the amount of benefits due to termination or change in control to be paid to the named executive officers pursuant to existing agreements (assuming the event triggering the termination or change in control took place as of December 31, 2017).

 

     The benefits payable to Mr. Schwab are based on the terms of his employment, license, and equity incentive award agreements. The events triggering payments are described more fully in the description of his employment and license agreements contained in the Narrative to Summary Compensation and Grants of Plan-Based Awards Tables.

 

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Table of Contents
     Except for Mr. Schwab, all other named executive officers are eligible for benefits in the event of job elimination under the Severance Plan, and these benefits are included in amounts shown for “termination under Severance Plan.”

 

     Stock option and RSU agreements contain provisions for accelerated vesting due to a change in control, death or disability, or retirement, and these accelerated amounts are included in amounts shown for “change in control,” “death or disability,” and “retirement or voluntary resignation.” As of December 31, 2017, Mr. Bettinger, Mr. Clark, Mr. Martinetto and Mr. Schwab met the eligibility criteria for retirement under certain existing equity award agreements.

 

     PBRSU award agreements contain provisions for accelerated vesting and payment of target awards due to a change in control, death or disability. These accelerated amounts are included in the amounts shown for “change in control” or “death or disability.” PBRSU award agreements contain provisions for continued vesting following either termination under the Severance Plan or retirement, subject to achievement of performance goals established at the time such awards were granted. The value of awards subject to these continued vesting and performance achievement provisions is included in amounts shown for “termination under Severance Plan” and “retirement or voluntary resignation” as applicable.

 

(2)   For stock options, the amounts are based on the spread between the exercise price and the closing price of a share of company common stock on December 29, 2017 ($51.37), multiplied by the number of shares subject to accelerated vesting. For RSUs, the amounts are based on the closing price of a share of company common stock on December 29, 2017 ($51.37), multiplied by the number of shares subject to accelerated vesting. For PBRSUs, the amounts are based on $51.37 multiplied by the target number of shares that would vest, to the extent not already forfeited, under accelerated vesting provisions (in the case of death, disability or change in control), or the number of shares that will continue to vest, to the extent not already forfeited, under continued vesting provisions (in the case of retirement or severance under the Severance Plan) subject to achievement of performance goals established at the time such awards were granted.

 

(3)   Includes a base salary payable under the Severance Plan for the severance period and a 60-day notice period. Under the terms of the Severance Plan, an executive officer is eligible to receive a lump-sum severance benefit equal to base salary (at December 31, 2017 rate) for a specified period (a minimum of seven months and a maximum of 12 months) based upon years of service. In addition, the Severance Plan provides for base salary during the 60-day notice period. To receive the lump-sum severance benefit, an employee must execute a severance agreement that provides the company and its affiliates with a general release and waiver of claims.

 

(4)   Under equity award agreements, if the employee meets the eligibility criteria for retirement at the time of termination, stock options and RSUs vest and PBRSUs continue to vest based on the achievement of the related performance goals.

 

(5)   Under the Severance Plan, amounts represent a lump-sum payment to cover part of the cost of COBRA premiums based on group health plan COBRA rates for the severance period.

 

(6)   Under equity award agreements, these awards fully vest in the event of a change in control of the company, death or disability.

 

(7)   Under the Severance Plan, amounts result from vesting of outstanding long-term awards that would have vested during the 60-day notice period, accelerated vesting of outstanding stock options and RSU awards that would have vested upon termination, and continued vesting of PBRSU awards that may vest during the severance period after termination.

 

(8)   Under Mr. Schwab’s employment agreement, includes 36 months of salary (at December 31, 2017 rate of $600,000) and bonus (at 2017 cash incentive of $1,583,021 under the Corporate Executive Bonus Plan), to be paid in 36 monthly installments.

 

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(9)   Under Mr. Schwab’s employment agreement, unvested stock options fully vest upon an involuntary separation from service other than for cause.

 

(10)   Under Mr. Schwab’s employment and license agreements, includes: annual installments of $4,683,543 (which represents $2 million adjusted to the consumer price index from 1987 as specified in his license agreement) for 15 years, and estimated cost of office space and secretarial support for 36 months of $938,322.

 

(11)   Under Mr. Schwab’s employment agreement, represents a lump-sum death benefit payable to Mr. Schwab’s estate in an amount equal to five times annual salary (at December 31, 2017 rate of $600,000).

 

(12)   Under Mr. Schwab’s license agreement, represents annual installments of $4,683,543 for 15 years payable to Mr. Schwab or his estate.

 

(13)   Under Mr. Schwab’s employment agreement, represents 36 months of annual salary (at December 31, 2017 rate of $600,000), to be paid in monthly installments. A prorated bonus is not included, as it is already included in the 2017 Summary Compensation Table and is not an additional expense to the company.

 

(14)   Under Mr. Schwab’s employment agreement, represents 60 monthly installments of $37,500 in the event that Mr. Schwab elects to provide consulting services following a voluntary resignation, or resignation or termination after a change in control. A prorated bonus is not included, as it is already included in the 2017 Summary Compensation Table and is not an additional expense to the company.

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 60-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. In addition, the portion of the executive officer’s long-term awards, except PBRSUs or similar performance-based awards, which would have vested had the officer remained employed during the severance period will vest following his or her termination date. 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.

 

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Table of Contents

OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2017

 

    OPTION AWARDS     STOCK AWARDS  
Name  

Number of
Securities
Underlying
Unexercised
Options (#)

Exercisable

   

Number of
Securities
Underlying
Unexercised
Options (#)

Unexercisable

   

Option
Exercise
Price

($)

   

Option

Expiration

Date

   

Number

of

Shares

or Units

of Stock

That

Have Not

Vested

(#)

   

Market

Value of

Shares

or Units

of Stock
That

Have Not

Vested1

($)

   

Equity

Incentive

Plan

Awards:

Number

of

Unearned

Shares,

Units

or Other

Rights

That

Have Not

Vested

(#)

   

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested1

($)

 
   

Walter W. Bettinger II

   

115,740

109,501

101,310

225,632

116,157

 

 

 

 

 

   

38,581

36,501

33,770

225,632

348,472

324,924

2 

3 

4 

5 

6 

7 

   

25.86

27.45

28.44

30.17

26.39

42.99

 

 

 

 

 

 

   

3/3/2024

8/1/2024

11/3/2024

3/2/2025

3/1/2026

3/1/2027

 

 

 

 

 

 

                365,16912,13,14,15       18,758,732  
   

Peter B. Crawford

   

8,292

27,500

17,292

11,222

11,455

7,494

 

 

 

 

 

 

   

3,741

11,455

22,483

28,670

11,191

8 

9 

6 

7 

10 

   

11.75

13.64

23.12

28.44

34.70

26.39

42.99

39.70

 

 

 

 

 

 

 

 

   

11/1/2021

11/1/2022

11/1/2023

11/3/2024

8/3/2025

3/1/2026

3/1/2027

6/1/2027

 

 

 

 

 

 

 

 

    7,65216,17,18       393,083       18,50214,15,16,17,18       950,448  
   

Joseph R. Martinetto

   

64,130

57,852

70,000

28,170

60,533

38,820

36,024

26,709

25,269

23,379

52,647

15,060

29,976

 

 

 

 

 

 

 

 

 

 

 

 

 

   

8,904

8,424

7,794

52,648

15,061

89,929

76,453

2 

3 

4 

5 

11 

6 

7 

   

15.05

13.91

13.64

15.08

16.40

22.67

23.12

25.86

27.45

28.44

30.17

31.44

26.39

42.99

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

8/1/2021

3/1/2022

11/1/2022

1/2/2023

3/1/2023

8/1/2023

11/1/2023

3/3/2024

8/1/2024

11/3/2024

3/2/2025

6/1/2025

3/1/2026

3/1/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    3,96719       203,785       89,02612,13,14,15,19       4,573,266  

 

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Table of Contents
    OPTION AWARDS     STOCK AWARDS  
Name  

Number of
Securities
Underlying
Unexercised
Options (#)

Exercisable

   

Number of
Securities
Underlying
Unexercised
Options (#)

Unexercisable

   

Option

Exercise
Price

($)

    Option
Expiration
Date
   

Number

of

Shares

or Units

of Stock

That

Have Not

Vested

(#)

   

Market

Value of

Shares

or Units

of Stock

That

Have Not

Vested1

($)

   

Equity

Incentive

Plan

Awards:

Number

of

Unearned

Shares,

Units

or Other

Rights

That

Have Not

Vested

(#)

   

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested1

($)

 
   

Charles R. Schwab

   

316,266

112,360

130,112

132,576

126,812

147,992

165,877

123,967

156,658

150,000

121,066

77,640

72,047

53,419

50,539

46,758

90,253

44,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

17,807

16,847

15,587

90,253

134,893

126,147

2 

3 

4 

5 

6 

7 

   

17.38

18.25

15.00

15.43

18.66

15.05

11.75

13.91

12.45

13.64

16.40

22.67

23.12

25.86

27.45

28.44

30.17

26.39

42.99

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

11/2/2019

3/1/2020

8/2/2020

11/1/2020

3/1/2021

8/1/2021

11/1/2021

3/1/2022

8/1/2022

11/1/2022

3/1/2023

8/1/2023

11/1/2023

3/3/2024

8/1/2024

11/3/2024

3/2/2025

3/1/2026

3/1/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                144,88512,13,14,15       7,442,742  
   

Marie A. Chandoha

           

8,904

8,424

7,794

45,127

67,447

57,340

2 

3 

4 

5 

6 

7 

   

25.86

27.45

28.44

30.17

26.39

42.99

 

 

 

 

 

 

   

3/3/2024

8/1/2024

11/3/2024

3/2/2025

3/1/2026

3/1/2027

 

 

 

 

 

 

                70,67412,13,14,15       3,630,523  
   

Bernard J. Clark

   

30,020

22,258

21,058

19,482

37,605

22,482

 

 

 

 

 

 

   

7,420

7,020

6,495

37,606

67,447

57,340

2 

3 

4 

5 

6 

7 

   

23.12

25.86

27.45

28.44

30.17

26.39

42.99

 

 

 

 

 

 

 

   

11/1/2023

3/3/2024

8/1/2024

11/3/2024

3/2/2025

3/1/2026

3/1/2027

 

 

 

 

 

 

 

                66,67112,13,14,15       3,424,889  

 

(1)   Represents the market value of unvested RSUs or PBRSUs held as of December 31, 2017 based on the closing price of a share of common stock of $51.37 on December 29, 2017.

 

(2)   These non-qualified stock options were approved on January 30, 2014 under the 2013 Stock Incentive Plan with a grant date of March 3, 2014 and vest in four equal annual installments beginning on the first anniversary of the grant date.

 

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(3)   These non-qualified stock options were approved on January 30, 2014 under the 2013 Stock Incentive Plan with a grant date of August 1, 2014 and vest in four equal annual installments beginning on the first anniversary of the grant date.

 

(4)   These non-qualified stock options were approved on January 30, 2014 under the 2013 Stock Incentive Plan with a grant date of November 3, 2014 and vest in four equal annual installments beginning on the first anniversary of the grant date.

 

(5)   These non-qualified stock options were approved on January 29, 2015 under the 2013 Stock Incentive Plan with a grant date of March 2, 2015 and vest in four equal annual installments beginning on the first anniversary of the grant date.

 

(6)   These non-qualified stock options were approved on January 28, 2016 under the 2013 Stock Incentive Plan with a grant date of March 1, 2016 and vest in four equal annual installments beginning on the first anniversary of the grant date.

 

(7)   These non-qualified stock options were approved on January 26, 2017 under the 2013 Stock Incentive Plan with a grant date of March 1, 2017 and vest in four equal annual installments beginning on the first anniversary of the grant date.

 

(8)   These non-qualified stock options were approved on October 23, 2014 under the 2013 Stock Incentive Plan with a grant date of November 3, 2014 and vest in four equal installments beginning on the first anniversary of the grant date.

 

(9)   These non-qualified stock options were approved on July 23, 2015 under the 2013 Stock Incentive Plan with a grant date of August 3, 2015 and vest in four equal annual installments beginning on the first anniversary of the grant date.

 

(10)   These non-qualified stock options were approved on April 20, 2017 under the 2013 Stock Incentive Plan with a grant date of June 1, 2017 and vest in four equal annual installments beginning on the first anniversary of the grant date.

 

(11)   These non-qualified stock options were approved on April 22, 2015 under the 2013 Stock Incentive Plan with a grant date of June 1, 2015 and vest in four equal installments beginning on the first anniversary of the grant date.

 

(12)   Includes PBRSU awards that were granted on March 3, 2014 and vest in increments of 25% on the first, second, third and fourth anniversary of the grant date, provided a performance goal based on ROCE divided by COE for the one-year performance period preceding the vesting date is met. Shares are forfeited if the performance target is not met or paid in a range from 100% to 200% of target award when performance equals or exceeds target. Based on a target of 100%, vesting for the RSUs is as follows:

 

Name    Vesting
Date
     Number of
Units
 
   

Walter W. Bettinger II

     3/3/2018        31,293  
   

Joseph R. Martinetto

     3/3/2018        7,222  
   

Charles R. Schwab

     3/3/2018        14,443  
   

Marie A. Chandoha

     3/3/2018        7,222  
   

Bernard J. Clark

     3/3/2018        6,018  

 

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(13)   Includes PBRSU awards that were granted on March 2, 2015 and vest in increments of 16.67% on the first and second anniversary of the grant date and 66.7% on the third anniversary of the grant date, provided a performance goal based on ROCE divided by COE for the respective one, two, or three-year performance period preceding the vesting date is met. Any units that do not vest at the end of the applicable performance period will be forfeited. Based on a target of 100%, vesting for the RSUs is as follows:

 

Name    Vesting
Date
     Number of
Units
 
   

Walter W. Bettinger II

     3/2/2018        83,978  
   

Joseph R. Martinetto

     3/2/2018        19,596  
   

Charles R. Schwab

     3/2/2018        33,592  
   

Marie A. Chandoha

     3/2/2018        16,796  
   

Bernard J. Clark

     3/2/2018        13,997  

 

(14)   Includes PBRSU awards that were granted on March 1, 2016 and vest 100% on the third anniversary of the grant date, provided a performance goal based on ROCE divided by COE for the three-year performance period preceding the vesting date is met. Shares are forfeited if the performance target is not met or paid in a range from 100% to 200% of the target award when performance equals or exceeds target. Based on a target of 100% vesting for the RSUs is as follows:

 

Name    Vesting
Date
     Number of
Units
 
   

Walter W. Bettinger II

     3/1/2019        149,614  
   

Peter B. Crawford

     3/1/2019        9,653  
   

Joseph R. Martinetto

     3/1/2019        38,611  
   

Charles R. Schwab

     3/1/2019        57,916  
   

Marie A. Chandoha

     3/1/2019        28,958  
   

Bernard J. Clark

     3/1/2019        28,958  

 

(15)   Includes PBRSU awards that were granted on March 1, 2017 and vest 100% on the third anniversary of the grant date, provided a performance goal based on ROCE divided by COE for the three-year performance period preceding the vesting date is met. Shares are forfeited if the performance target is not met or paid in a range from 100% to 200% of the target award when performance equals or exceeds target. Based on a target of 100% vesting for the RSUs is as follows:

 

Name    Vesting
Date
     Number of
Units
 
   

Walter W. Bettinger II

     3/1/2020        100,284  
   

Peter B. Crawford

     3/1/2020        8,849  
   

Joseph R. Martinetto

     3/1/2020        23,597  
   

Charles R. Schwab

     3/1/2020        38,934  
   

Marie A. Chandoha

     3/1/2020        17,698  
   

Bernard J. Clark

     3/1/2020        17,698  

 

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(16)   These time-based RSUs were approved on October 23, 2014 under the 2013 Stock Incentive Plan with a grant date of November 3, 2014 and vest in four equal annual installments beginning on the first anniversary of the grant date. Vesting for these RSUs is as follows:

 

Name    Vesting
Date
     Number of
Units
 
   

Peter B. Crawford

     11/3/2018        1,575  

 

(17)   These time-based RSUs were approved on July 23, 2015 under the 2013 Stock Incentive Plan with a grant date of August 3, 2015 and vest in four equal annual installments beginning on the first anniversary of the grant date. Vesting for these RSUs is as follows:

 

Name    Vesting
Date
     Number of
Units
 
   

Peter B. Crawford

    

8/3/2018

8/3/2019

 

 

    

1,443

1,443

 

 

 

(18)   These time-based RSUs were approved on April 20, 2017 under the 2013 Stock Incentive Plan with a grant date of June 1, 2017 and vest in four equal annual installments beginning on the first anniversary of the grant date. Vesting for these RSUs is as follows:

 

Name    Vesting
Date
     Number of
Units
 
   

Peter B. Crawford

    

6/1/2018

6/1/2019

6/1/2020

6/1/2021

 

 

 

 

    

797

798

798

798

 

 

 

 

 

(19)   These time-based RSUs were approved on April 22, 2015 under the 2013 Stock Incentive Plan with a grant date of June 1, 2015 and vest in four equal annual installments beginning on the first anniversary of the grant date. Vesting for these RSUs is as follows:

 

Name    Vesting
Date
     Number of
Units
 
   

Joseph R. Martinetto

    

6/1/2018

6/1/2019

 

 

    

1,983

1,984

 

 

 

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2017 Option Exercises and Stock Vested Table

 

     OPTION AWARDS      STOCK AWARDS  
   
Name    Number of
Shares
Acquired
on Exercise
(#)
     Value
Realized
on
Exercise
($)1
     Number of
Shares
Acquired
on Vesting
(#)
    

Value
Realized
on
Vesting

($)2

 
   

Walter W. Bettinger II

     1,879,051        53,978,260        102,348        4,341,489  
   

Peter B. Crawford

     12,459        450,393        4,981        220,006  
   

Joseph R. Martinetto

     299,960        8,627,093        27,004        1,136,050  
   

Charles R. Schwab

                   45,947        1,948,903  
   

Marie A. Chandoha

     186,160        3,357,744        22,973        974,430  
   

Bernard J. Clark

     236,299        6,827,536        19,145        812,061  

 

(1)   The value realized on exercise of stock options as shown in this chart was calculated by subtracting the option exercise price from the market price to obtain the value realized per share, and multiplying the value realized per share by the number of shares acquired upon exercise. The market price for each transaction was determined as follows: If upon exercising, the named executive officer sold the shares acquired, the market price was determined to be the sale price. If upon exercising, the named executive officer kept the shares acquired, then the market price was determined to be the average of the high and low market price of the company’s common stock on the date of the exercise.

 

(2)   Amounts in this column were calculated by multiplying the number of shares acquired on vesting by the average of the high and low market price of the company’s common stock on the vesting date. If the vesting date was a weekend or holiday, the next business day’s prices were used to value the shares.

2017 Nonqualified Deferred Compensation Table

 

Name1    Plan     

Executive
Contributions in
Last Fiscal
Year2

($)

    

Aggregate
Earnings in Last
Fiscal Year3

($)

    

Aggregate
Withdrawals/

Distributions

($)

    

Aggregate Balance
at Last Fiscal
Year-End

($)

 
         

Walter W. Bettinger II

     DCP2        9,575,415        186,548               19,982,999 4 
         

Peter B. Crawford

     DCP2        259,380        236,267               1,895,234  
         

Charles R. Schwab

     DCP1               4,207,808               24,794,917 5 
         

Marie A. Chandoha

     DCP2        75,000        39,901               331,061 6 
         

Bernard J. Clark

     DCP2               378,944               2,418,784  

 

(1)   Mr. Schwab participates in The Charles Schwab Corporation Deferred Compensation Plan I (DCP1) only, and Mr. Bettinger, Mr. Crawford, Ms. Chandoha, and Mr. Clark participate in The Charles Schwab Corporation Deferred Compensation Plan II (DCP2) only. Mr. Schwab and Mr. Clark made no contributions to the deferred compensation plans in 2017. Mr. Martinetto did not participate in the company’s deferred compensation plans.

 

(2)   The company does not make contributions to the deferred compensation plans.

 

(3)   The earnings reported in this column are not above-market or preferential and therefore are not reported in the Summary Compensation Table.

 

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(4)   For Mr. Bettinger, includes executive contributions of $10,171,575 of compensation previously reported as compensation to Mr. Bettinger in the Summary Compensation Table for prior years (2014 – 2016) and aggregate plan earnings of $236,009.

 

(5)   For Mr. Schwab, includes executive contributions of $6,513,138 of compensation previously reported as compensation in the Summary Compensation Tables for prior years (1994 – 1997), and aggregate plan earnings of $18,281,779. Mr. Schwab does not currently defer compensation.

 

(6)   For Ms. Chandoha, includes executive contributions of $125,000 of compensation previously reported as compensation to Ms. Chandoha in the Summary Compensation Table for prior years (2015 – 2016) and aggregate plan earnings of $56,061.

The Charles Schwab Corporation Deferred Compensation Plans

In December 2004, the Compensation Committee adopted the DCP2. Deferrals for income earned prior to January 1, 2005 were made under the DCP1, and all deferrals for income earned after January 1, 2005 were made pursuant to the DCP2. Subject to the terms and conditions set forth in the plans, each eligible participant may elect to defer a portion of amounts earned under the company’s non-equity incentive plans (and in some cases, participants can elect to defer a portion of their base salary). All of a participant’s compensation deferrals are credited to a deferral account maintained for each participant. 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. With certain exceptions, deferral accounts are paid or commence payment upon a fixed payment date, as elected by the participant, or upon the participant’s retirement. 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. However, payment will be made in a lump sum after a change in control of the company or upon a termination of a participant’s employment for any reason other than retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes information as of December 31, 2017 with respect to equity compensation plans approved and not approved by stockholders (shares in millions):

Securities Authorized for Issuance as of December 31, 2017

 

PLAN CATEGORY   

(A)

NUMBER OF SECURITIES
TO BE ISSUED UPON
EXERCISE OF

OUTSTANDING
OPTIONS, WARRANTS

AND RIGHTS