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DEF 14A 1 d31802ddef14a.htm DEF 14A DEF 14A

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:

The Charles Schwab Corporation

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee previously paid with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount previously paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

LOGO

Corporation 2021 proxy statement

April 2, 2021

Dear Fellow Stockholders,

We cordially invite you to attend our 2021 Annual Meeting of Stockholders to be held on Thursday, May 13, 2021, at 1:30 p.m. Central Time. The annual meeting will be held via the internet at www.schwabevents.com/corporation. Please follow the registration instructions as outlined in this proxy statement to attend the meeting virtually via the internet.

We extend our sincerest thanks to Roger O. Walther, who retired as a director on December 31, 2020 following 31 years of service to our board. We appreciate Mr. Walther’s longstanding contributions and distinguished service to the company, exemplified by his 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 2020 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,





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

TABLE OF CONTENTS


Proxy Summary			ii

Notice of 2021 Annual Meeting of Stockholders			vii

Proxy Statement			1

Voting Your Shares			1

Attending the Annual Meeting			1

Corporate Governance			2

The Company			2

The Board of Directors			2

Board Leadership			2

Director Independence			3

Board Structure and Committees			4

Board Qualifications and Composition			7

Environmental, Social, and Governance Practices			10

Proposal One: Election of Directors			12

Members of the Board of Directors			12

Director Nominations			29

Communications with the Board of Directors			29

Director Compensation			29

Compensation Committee Interlocks and Insider Participation			33

Proposal Two: Ratification of the Selection of Independent Auditors			34

Auditor Fees			34

Audit Committee Report			36

Proposal Three: Advisory Approval of Named Executive Officer Compensation			37

Compensation Discussion and Analysis			37

Compensation Committee Report			53

2020 CEO Pay Ratio			53

Executive Compensation Tables			54

2020 Summary Compensation Table			54

2020 Grants of Plan-Based Awards Table			55

Narrative to Summary Compensation and Grants of Plan-Based Awards Tables			56

2020 Termination and Change in Control Benefits Table			59

Outstanding Equity Awards as of December 31, 2020			62

2020 Option Exercises and Stock Vested Table			65

2020 Nonqualified Deferred Compensation Table			66

Securities Authorized for Issuance under Equity Compensation Plans			67

Security Ownership of Certain Beneficial Owners and Management			68

Transactions with Related Persons			70

Proposals Four and Five: Stockholder Proposals			73

Information about Voting Procedures and Proxies			77

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:		Thursday, May 13, 2021
Time:		1:30 p.m., Central Time
Location:		www.schwabevents.com/corporation
Record Date:		March 15, 2021
Voting:		Stockholders as of the record date are entitled to vote. Each share of voting 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	13

Joan T. Dea	For	15

Christopher V. Dodds	For	16

Mark A. Goldfarb	For	18

Bharat B. Masrani	For	23

Charles A. Ruffel	For	25

Ratification of Independent Auditors	For	34

Advisory Approval of Named Executive Officer Compensation	For	37

Stockholder Proposal on Lobbying Payments	Against	73

Stockholder Proposal on Declassification of Board of Directors	Against	75

DIRECTOR NOMINEES

We ask that you vote for the election of Walter W. Bettinger II, Joan T. Dea, Christopher V. Dodds, Mark A. Goldfarb, Bharat B. Masrani, 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

2008

President and Chief Executive Officer, The Charles Schwab Corporation

Financial services

expertise and

leadership

experience

Joan T. Dea

2017

Founder and Managing Director, Beckwith Investments LLC

Investment and consulting

expertise, strategic planning, and

leadership

experience

Compensation

Nominating

Christopher V. Dodds

2014

Co-Founder and Managing Member, Crown Oak Advisors LLC

Leadership skills,

knowledge of the financial

services

industry, and

financial and

accounting

experience

Risk

Mark A. Goldfarb

2012

Managing Partner, BDO USA, LLP

Financial and accounting expertise and

operational

leadership

experience

Audit

Bharat B. Masrani

2020

Group President and Chief Executive Officer, The Toronto-Dominion Bank

Financial services expertise and international business and

leadership

experience

Risk

Charles A. Ruffel

2018

Managing Partner, Kudu Investment Management, LLC

Financial services and asset management

expertise and

leadership

experience

Risk

iii

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 2021 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:


	2020			2019
	(amounts in millions)
Audit Fees		$	9.2		$	8.1

Audit-Related Fees			4.1			4.1

Tax Fees			0.1			—

All Other Fees			—			—

Total		$	13.4		$	12.2

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.

2020 Executive Compensation Highlights

In 2020, our management team worked through a challenging environment and continued to execute on its strategy of helping our clients – individual investors and the people and institutions who serve them – by placing their perspectives, needs, and desires at the forefront. Effective execution of this “Through Clients’ Eyes” strategy and successfully closing several acquisitions, including TD Ameritrade Holding Corporation (TD Ameritrade) on October 6, 2020, helped us produce record core net new assets of $281.9 billion and reach total client assets of $6.69 trillion by year-end 2020. Our record operating performance, coupled with rising equity markets and ongoing expense discipline, supported strong financial results, including pre-tax profit margin of 36.8%. Diluted earnings per share (EPS) was $2.12 on a Generally Accepted Accounting Principles (GAAP) basis, adjusted diluted EPS was $2.45, Return on Common Equity (ROCE) was 9%, and Return on Tangible Common Equity (ROTCE) was 15%. (For reconciliation of non-GAAP financial measures including adjusted diluted EPS and ROTCE, please see “Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on pages 60 – 62 of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020).

The company’s compensation programs are designed to link pay to the long-term performance of the company. Key elements of 2020 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 · Stock options	· Restricted stock units with cliff-vesting based on a three-year performance period, subject to satisfaction of performance criteria · Stock options generally vest 25% per year and have a ten-year term	· Attract, motivate and retain executives · Reward executives for individual performance · Link pay with company financial performance · Align with long-term interests of stockholders

Given the company’s financial performance in 2020, the Compensation Committee approved funding at 78.27% 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 2020 was set at ROTCE equaling or exceeding the Cost of Equity (COE); this aligns the executives’ incentives with the long-term interests of stockholders. The PBRSUs have cliff-vesting based on a three-year performance period.

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 from what is reported in the equity columns of the table.

2020 SUMMARY COMPENSATION


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

Walter W. Bettinger II President and Chief Executive Officer		1,383,333		6,300,000		4,200,000		4,060,256		15,604		15,959,193

Peter B. Crawford Executive Vice President and Chief Financial Officer		587,500		900,000		600,000		919,672		15,080		3,022,252

Charles R. Schwab Chairman		741,667		2,340,000		1,560,000		1,451,256		14,732		6,107,655

Joseph R. Martinetto Senior Executive Vice President and Chief Operating Officer		723,333		1,950,000		1,300,000		1,273,844		15,273		5,262,450

Jonathan M. Craig Senior Executive Vice President		691,667		1,440,000		960,000		1,082,735		15,218		4,189,620

STOCKHOLDER PROPOSALS

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


		NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS



Date:		Thursday, May 13, 2021

Time:		1:30 p.m., Central Time

Location:		www.schwabevents.com/corporation

Agenda:		· elect six 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 on two stockholder proposals, if properly presented, and · consider any other business properly coming before the meeting.

Stockholders who owned shares of our voting common stock at the close of business on March 15, 2021 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 3000 Schwab Way, Westlake, Texas 76262.

By Order of the Board of Directors,

PETER J. MORGAN III

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 13, 2021. The proxy statement and annual report to

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

www.aboutschwab.com.

vii

PROXY STATEMENT

The Board of Directors of The Charles Schwab Corporation (the company) is making the solicitation for proxies to be voted at the 2021 Annual Meeting of Stockholders to be held on May 13, 2021 (the annual meeting) and is sending these proxy materials to you on or about April 2, 2021. Stockholders who owned the company’s common stock at the close of business on March 15, 2021 may attend and vote at the annual meeting. Each share of common stock is entitled to one vote. There were 1,805,900,659 shares of voting common stock (common stock) outstanding on March 15, 2021 (“common stock” in this proxy statement does not include non-voting common stock, of which there were 79,293,695 shares outstanding on March 15, 2021).

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 virtual 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. Please send your legal proxy to our transfer agent, Equiniti Trust Company, by fax to 651-450-4078 or email to EQSS-ProxyTabulation@equiniti.com. 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 virtual annual meeting.

ATTENDING THE ANNUAL MEETING

This year’s annual meeting will be a virtual event. You must register in advance to attend via the internet. To register, please go to:

www.schwabevents.com.

When registering, 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 that you hold the shares with in an account outside of Schwab).

Upon completion of registration, you will receive a confirmation email which has additional information about the webcast, including the link to join and a calendar reminder. You will have the opportunity to submit a question when registering and will also be able to submit questions and vote during the meeting from the webcast console.

You will be able to join the webcast 15 minutes prior to the start time of the annual meeting. You should ensure that you have a strong internet connection, and we recommend testing your system using the link that will be provided in the registration confirmation email and on the annual meeting website.

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please email schwabeventswebcasts@schwab.com. Technical support will also be available from the webcast console starting at 1:15 p.m. Central Time on May 13, 2021.

Properly submitted questions may be addressed during the question and answer session of the annual meeting. Due to limited time at the annual meeting, we may aggregate questions by topic and may not be able to address all submitted questions.

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, 2020, the company had $6.69 trillion in client assets, 29.6 million active brokerage accounts, 2.1 million corporate retirement plan participants, and 1.5 million banking accounts.

The company was founded on the belief that all Americans deserve access to a better investing experience. Although much has changed in the intervening years, our purpose remains clear – to champion every client’s goals with passion and integrity. Guided by this purpose and our vision of creating the most trusted leader in investment services, management has adopted a strategy described as “Through Clients’ Eyes.”

THE BOARD OF DIRECTORS

The board is committed to the company’s vision of being the most trusted leader in investment services. The board has the responsibility to hold management accountable for carrying out the company’s daily operations consistent with its strategic vision while navigating changes in the financial services industry, effectively managing risks, and responding to competitive pressures, new technologies, and an evolving regulatory environment.

Our practices to maintain board effectiveness include the following:

LOGO

BOARD LEADERSHIP

The Chairman of the Board of Directors is Mr. Schwab. The Chairman and Chief Executive Officer roles are split, and Mr. Bettinger serves as Chief Executive Officer. The Chairman 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 Chair 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). Given the role and scope of authority of these committees, and that over 82% of the board is composed of independent directors, the board believes that its leadership structure, with the Chairman of the Board of Directors leading board discussions, and the Chair of the Nominating and Corporate Governance Committee leading non-management executive sessions, is appropriate.

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 each of the company’s directors, except Mr. Schwab, Mr. Bettinger, and Mr. Masrani, is independent. We have determined that Stephen T. McLin and Roger O. Walther, who both retired from the board in 2020, were independent during the time they served on the board in 2020.

In determining independence, the board 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 “Director Compensation” section of this proxy statement, 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 as part of its determination of independence:

Marianne C. Brown serves as a director of technology companies to which, or to the parent company of which, the company has made payments for products and services.

Stephen A. Ellis serves as a director of a technology company to which the company’s charitable foundation has made payments for products and services.

Mark A. Goldfarb serves as a managing partner of an accounting firm that the company has engaged and as a member of an advisory council of a nonprofit organization to which the company, its affiliates or its charitable foundation have made donations.

Todd M. Ricketts serves as a director of a professional baseball organization to which the company has made payments in connection with sponsorship and advertising.

Arun Sarin serves as a director of a consulting firm that the company has engaged for consulting services.

Roger O. Walther serves as a committee member of a nonprofit organization to which the company, its affiliates or its charitable foundation have made donations.

BOARD STRUCTURE AND COMMITTEES

The authorized number of directors is currently seventeen and the company has seventeen directors. There are six nominees for election this year and eleven directors will continue to serve the terms described in their biographies.

Directors currently serve staggered terms. Each director who is elected at an annual meeting of stockholders serves a three-year term, and the directors are divided into three classes.

The board held nine meetings in 2020. Each director attended at least 75% of all applicable board and committee meetings during 2020. As provided in our Corporate Governance Guidelines, we expect directors to attend the annual meeting of stockholders. In 2020, fourteen of the then-fourteen directors attended the annual meeting.

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 oversees incentive compensation risk and 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Committees

Each of our four standing committees is chaired by an independent director. The Audit, Nominating and Corporate Governance, and Compensation Committees are composed entirely of independent directors as determined by the board in accordance with its independence guidelines and New York Stock Exchange corporate governance standards. The Risk Committee is chaired by an independent director and is composed of entirely non-management directors. In addition to these 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 composed of the following individuals:

COMMITTEE MEMBERSHIPS

NAME

INDEPENDENT

NCGC

Charles R. Schwab

Walter W. Bettinger II

John K. Adams, Jr.

∎

Marianne C. Brown

∎

Joan T. Dea

∎

Christopher V. Dodds

∎

Stephen A. Ellis

∎

Mark A. Goldfarb

∎

William S. Haraf

∎

Frank C. Herringer

∎

Brian M. Levitt

∎

Gerri K. Martin-Flickinger

∎

Bharat B. Masrani

Todd M. Ricketts

∎

Charles A. Ruffel

∎

Arun Sarin

∎

Paula A. Sneed

∎

Audit Committee

Compensation Committee

NCGC

Nominating and Corporate
Governance Committee

Risk Committee

Committee Member X

Committee Chair C

Committee Vice Chair VC

AUDIT COMMITTEE

John K. Adams, Jr. (Chair) • Stephen A. Ellis • Mark A. Goldfarb • William S. Haraf
Gerri K. Martin-Flickinger • Todd M. Ricketts

The Audit Committee held thirteen meetings in 2020. None of the directors on the Audit Committee is or, during the past three years, has been an employee of The Charles Schwab Corporation or any of its subsidiaries. None of the Audit Committee members simultaneously serves on the audit committees of more than three public companies, including ours. The board has determined that all the members of the Audit Committee are financially literate in accordance with New York Stock Exchange listing standards and Mr. Adams, Mr. Ellis, Mr. Goldfarb, and Mr. Haraf are Audit Committee financial experts in accordance with Securities and Exchange Commission (SEC) rules.

Primary responsibilities:

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,

reviews the activities and performance of the internal auditors,

reviews processes in place to assess and manage major risk exposures, and

reviews compliance with legal and regulatory requirements.

COMPENSATION COMMITTEE

Paula A. Sneed (Chair) • Brian M. Levitt (Vice Chair) • Joan T. Dea • Frank C. Herringer

The Compensation Committee held seven meetings in 2020.

Primary responsibilities:

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

reviews and determines the compensation of executive officers and other senior officers based on the achievement of performance goals and objectives,

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

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

reviews and recommends incentive compensation plans for executive officers and all equity plans, and

oversees risk management of incentive compensation practices.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Frank C. Herringer (Chair) • Joan T. Dea • Stephen A. Ellis • Arun Sarin

The Nominating and Corporate Governance Committee held six meetings in 2020.

Primary responsibilities:

identifies and evaluates individuals qualified to serve on the board,

recommends nominees to fill vacancies on the board and each standing 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.

RISK COMMITTEE

Christopher V. Dodds (Chair) • Marianne C. Brown • Bharat B. Masrani

Charles A. Ruffel • Arun Sarin

The Risk Committee held six meetings in 2020.

Primary responsibilities:

reviews the company’s overall risk governance and approves the enterprise-wide risk management framework to identify, measure, monitor and control the major types of risk posed by the business of the company,

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

reviews capital and liquidity planning and the assessment of capital adequacy, and

reviews and approves key policies with respect to oversight of specific risks, including capital, compliance, credit, liquidity, market, model, third-party, interest rate, information security, data governance, reputational, strategic, and operational risk.

Each standing committee has a written charter. 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

(415) 667-9979

BOARD QUALIFICATIONS AND COMPOSITION

The Nominating and Corporate Governance Committee regularly assesses the board’s composition in light of our business operations, strategic direction and risk profile to assure appropriate succession, and our Corporate Governance Guidelines provide that the board should be composed of directors who have the qualifications necessary for effective service as determined in this assessment.

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 of 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 commensurate with the size, complexity, and risk profile of the company, and

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

The Nominating and Corporate Governance 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, including the need for financial, business, academic, public sector and other expertise on the board or board committees,

diversity of background, including race, ethnicity, and gender, 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.

Diversity

The Nominating and Corporate Governance Committee considers the qualifications and experience represented on the board when identifying director nominees and assessing the composition of the board. The board recognizes that a variety of viewpoints is vital to effective decision-making, constructive dialogue, and a healthy boardroom culture. As discussed in the “Director Qualifications” section above, the board’s evaluation encompasses the diversity of experience and background of directors. This consideration includes diversity of skill sets and experience as well as background, including race, ethnicity, and gender.

The Nominating and Corporate Governance Committee considers these qualifications and regularly assesses the overall effectiveness of the board in maintaining a balance of perspectives important to the company’s business.

Skills and Competencies

Set forth below are some of the experience, skills and competencies that the Nominating and Corporate Governance Committee views as important for the board as a whole to possess in light of the board’s areas of oversight of management. For simplicity, each qualification is assigned to one category of oversight, even though some qualifications may pertain to multiple areas.



Board Oversight of Management				Related Qualifications and Experience
Carrying out the company’s daily operations consistent with its strategic vision				· Financial Services · Banking · Asset Management · Brokerage/Investment Banking · Business Operations · Environmental, Social, and Governance (ESG)

Navigating changes in the financial services industry and responding to competitive pressures and new technologies				· Strategic Planning · Information Technology/Cybersecurity · Marketing · Academia

Overseeing the integrity of the company’s financial statements and financial reporting process				· Finance · Accounting · Public Company Executive Experience · Public Company Board Experience

Ensuring compliance with legal and regulatory requirements				· Regulatory · Government Service · International Business

Implementing the board’s approved risk tolerance, maintaining the company’s risk management and control program, and operating the company’s business in a safe and sound manner				· Risk Management

The following matrix highlights the qualifications and skills represented on the board:

LOGO

John K. Adams, Jr. Walter W. Bettinger II Marianne C. Brown Joan T. Dea Christopher V. Dodds Stephen A. Ellis Mark A. Goldfarb William S. Haraf Frank C. Herringer Brian M. Levitt Gerri K. Martin-Flickinger Bharat B. Masrani Todd M. Ricketts Charles A. Ruffel Arun Sarin Charles R. Schwab Paula A. Sneed Qualifications and Experience Public Company Executive Experience Public Company Board Experience Financial Services Banking Asset Management Brokerage/Investment Banking Strategic Planning Finance Business Operations Information Technology/Cybersecurity Marketing Regulatory Accounting Risk Management Government Service International Business Academia Additional Qualifications and Information Audit Committee Financial Expert Other Current Public Boards 3 2 1 3 1 Board Tenure and Age Tenure 6 13 1 4 7 9 9 6 25 1 1 1 1 3 12 35 19 Age 65 60 62 57 61 58 69 72 78 73 58 64 51 65 66 83 73

Succession Planning and Refreshment

The board views the annual nomination process conducted by the Nominating and Corporate Governance Committee, including its review of the skills and competencies represented on the board, and the self-assessment process as critical elements in planning for board succession. In addition, the Chair of the Nominating and Corporate Governance Committee discusses with each board member his or her perspective on succession planning, including overall size and composition, tenure, and the effectiveness of the board and board committees. The Chair of the Nominating and Corporate Governance Committee also speaks with the Chairs of the Audit Committee, Compensation Committee, and Risk Committee about any particular succession issues that may affect their committees. As part of the succession planning process, the Nominating and Corporate Governance Committee considers the contributions made by directors with deep knowledge and experience with the company and its business through continued service over the years, as well as the need to refresh the board with new insights and perspectives.

As part of board succession planning, the Nominating and Corporate Governance Committee will plan for anticipated vacancies and the timing thereof, including those due to directors’ plans for retirement or expected changes in status. The Nominating and Corporate Governance Committee will evaluate potential needs for skills and experience due to anticipated departures.

Board and Committee Evaluations

The Nominating and Corporate Governance Committee leads the board in its annual self-evaluation of the performance of the board and its committees to determine whether they are functioning effectively. The charters of each committee require an annual performance evaluation. Committee self-evaluations are conducted by the Chair of each committee and are reported to the full board by the respective Chairs. The Chair of the Nominating and Corporate Governance Committee reviews any issues arising from the committee self-evaluations with the Chairs of the other board committees. The Chair of the Nominating and Corporate Governance Committee also discusses the results of the board self-evaluation with the full board. The respective committee or the full board, as appropriate, will take such steps as are necessary or advisable to address weaknesses or deficiencies identified as part of the performance evaluation process.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE PRACTICES

The company aims to conduct its business in ways that are intended to make a positive impact on its employees and the communities where we live and work. The company is invested in environmental stewardship, supporting our communities, and expanding our focus on diversity and inclusion. We describe certain of these initiatives more fully on the “Citizenship” section of our website.

ENVIRONMENTAL STEWARDSHIP

The company is committed to minimizing its environmental footprint through sustainable real estate and energy usage, creating paperless workflows, and measuring our environmental performance data. Our environmental stewardship initiatives include the following priorities:

Real Estate: The company:

installed a solar field at the company’s new North Texas data center;

benchmarks major company sites using the U.S. Environmental Protection Agency’s ENERGY STAR Program;

follows U.S. Green Building Council design and construction guidelines for new company facilities; and

uses the Leadership in Energy and Environmental Design (LEED) green building program rating system to guide site selection, materials, and technology strategies.

Waste Reduction: The company is reducing the need for printing while streamlining workflow, sources recycled and environmentally responsible products whenever feasible, and sustainably donates or recycles electronic products and furniture.

Reporting: The company annually discloses its carbon footprint, energy management results and corporate activities that affect carbon emissions to CDP (formerly the Carbon Disclosure Project). Carbon dioxide equivalent per employee has decreased each year since 2011.

SUPPORTING OUR COMMUNITIES

The company is invested in supporting and making a difference in our communities through our time, talents, and financial resources, including the following:

Giving Back: Every employee has eight hours of paid time off annually to volunteer. Schwab Community Ambassadors identify and address community needs. The company also supports non-profit service projects through an annual Schwab Volunteer Week and provides consulting sessions to nonprofits through a Pro Bono Challenge.

Investing in our Communities: Through its Community Reinvestment Act program, the company serves the credit needs of communities in which it operates by offering loans, investments, grants and services to support affordable housing, small business and sustainable job creation, and financial education. Since its inception in 2004, Charles Schwab Bank, SSB has invested, lent, and granted over $2 billion to underserved communities.

DIVERSITY AND INCLUSION

The company is dedicated to building and maintaining a dynamic organization and culture that values and reflects the individual strengths of every employee. We are proud that this commitment to diversity and inclusion has been recognized, including being named by Forbes to its list of America’s Best Employers for Diversity, achieving a 100% rating from the Human Rights Campaign Corporate Equality Index since 2004, and being identified as a Top 50 Employer by both Equal Opportunity magazine and Careers & the disABLED magazine. Workforce diversity data is disclosed on the company’s website at www.aboutschwab.com/diversity-and-inclusion. Diversity initiatives include:

a mentoring program for employees from historically underrepresented groups;

a corps of volunteers with a focus on providing financial education to teens from historically underserved communities;

providing scholarships to and recruiting underrepresented students at public universities, historically Black colleges and universities, Hispanic-serving institutions, and professional organizations; and

co-sponsoring a survey with a minority-owned asset management firm to explore similarities and differences between Black and white Americans related to financial priorities.

To foster a culture of support and inclusivity, among other initiatives, we have:

established a team dedicated to diversity and inclusion;

enrolled over 5,500 employees in a diversity and inclusion workshop since 2018;

expanded parental leave benefits and increased family/personal support programs;

increased membership of our 150+ chapters of diversity and inclusion networks (Employee Resource Groups), of which approximately 35% of the company’s employees are members; and

launched a Workplace Accessibility Center and Week of Belonging.

PROPOSAL ONE:

ELECTION OF DIRECTORS

Nominees for directors this year are:

Walter W. Bettinger II

Joan T. Dea

Christopher V. Dodds

Mark A. Goldfarb

Bharat B. Masrani

Charles A. Ruffel

Each nominee has consented to serve a three-year term and 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

LOGO

Director since 2015

Age at Annual

Meeting: 65

Independent

Director

Committees

Audit

John K. Adams, Jr.

Mr. Adams served as 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 has served as a member of the Board of Directors of Charles Schwab Bank, SSB since 2015. He served as a member of the Board of Directors of Navient Corporation from 2014 to 2018. Mr. Adams’ term expires in 2022.

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.

Career Experience

UBS Investment Bank

Managing Director (2002-2013)

Credit Suisse

Financial Institutions Group

(1985-2002)

Qualifications

Public Company Board

Financial Services

Banking

Asset Management

Brokerage/Investment Banking

Strategic Planning

Finance

Regulatory

ESG

LOGO

Director since 2008

Age at Annual

Meeting: 60

Walter W. Bettinger II

Mr. Bettinger 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, SSB and Charles Schwab & Co., Inc., subsidiaries of the company, 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 and affiliates of the company. 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 over 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.

Career Experience

The Charles Schwab Corporation

President and Chief Executive

Officer (2008-present)

President and Chief Operating

Officer (2007-2008)

Multiple Executive Vice President

positions (2000-2007)

Qualifications

Public Company Executive

Financial Services

Banking

Asset Management

Brokerage/Investment Banking

Strategic Planning

Finance

Business Operations

Marketing

Regulatory

Accounting

Risk Management

International Business

ESG

LOGO

Director since 2020

Age at Annual

Meeting: 62

Independent

Director

Committees

Risk

Marianne C. Brown

Ms. Brown is the former Co-Chief Operating Officer of Fidelity National Information Services, Inc. (FIS), a financial services technology company, where she served from 2018 to 2019. She served as Chief Operating Officer, Institutional and Wholesale Business, of FIS from 2015, when it acquired SunGard Financial Systems LLC, a software and IT services provider, to 2018. She served as the Chief Operating Officer of SunGard Financial Systems from 2014 to 2015. Prior to that, Ms. Brown was the Chief Executive Officer and President of Omgeo, LLC, a financial services technology company, from 2006 to 2014. Before joining Omgeo, she was the Chief Executive Officer of the Securities Industry Automation Corporation, a technical services company and subsidiary of the New York Stock Exchange. Ms. Brown began her career at Automatic Data Processing, where she last served as general manager of Brokerage Processing Services, which spun off to become part of Broadridge Financial Services. Ms. Brown has served as a director of Northrop Grumman Corporation, an aerospace and defense technology company, since 2015, VMware, Inc., a software and cloud computing company, since 2019, and Akamai Technologies, Inc., a cybersecurity company, since 2020. Ms. Brown’s term expires in 2023.

Ms. Brown brings financial technology expertise and significant public company board experience to the board, having served as an executive at several financial technology companies and as a director of other public company boards.

Career Experience

Fidelity National Information Services, Inc.

Co-Chief Operating Officer

(2018-2019)

Chief Operating Officer

(2015-2018)

SunGard Financial Systems, LLC

Chief Operating Officer (2014-2015)

Omgeo, LLC

President and Chief Executive

Officer (2006-2014)

Qualifications

Public Company Executive

Public Company Board

Financial Services

Banking

Asset Management

Brokerage/Investment Banking

Strategic Planning

Business Operations

Information Technology/Cybersecurity

Risk Management

International Business

LOGO

Director since 2017

Age at Annual

Meeting: 57

Independent

Director

Committees

Compensation

Nominating and Corporate Governance

Joan T. Dea

Ms. Dea is the founder of Beckwith Investments LLC, 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. She has served as a member of the Board of Directors of Charles Schwab Bank, SSB since 2011 and Cineplex Inc. since 2006. She served as a member of the Board of Directors of Performance Sports Group from 2015 to 2017 and Torstar Corporation from 2009 to 2015. 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.

Career Experience

Beckwith Investments LLC

Managing Director (2008-present)

BMO Financial Group

Executive Committee (2003-2008)

Boston Consulting Group

Partner and Director (1994-2003)

Qualifications

Public Company Executive

Public Company Board

Financial Services

Banking

Asset Management

Brokerage/Investment Banking

Strategic Planning

Finance

Marketing

International Business

ESG

LOGO

Director since 2014

Age at Annual

Meeting: 61

Independent

Director

Committees

Risk

Christopher V. Dodds

Mr. Dodds has served as the Co-Founder and Managing Member of Crown Oak Advisors LLC, a registered investment advisor, since May 2020. Mr. Dodds has also served as a senior advisor at The Cynosure Group, a private equity firm, since 2018. He served as a senior advisor at The Carlyle Group, a private equity firm, from 2008 to 2018. From 1986 to 2007, Mr. Dodds held several key positions at The Charles Schwab Corporation, including Executive Vice President and Chief Financial Officer. He has served as a member of the Board of Directors of Charles Schwab Bank, SSB since 2007. He served as a member of the Board of Directors of Investment Technology Group, Inc. from 2008 to 2015. 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 to the board. 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, SSB since 2007.

Career Experience

Crown Oak Advisors, LLC

Managing Member (2020-present)

The Cynosure Group

Senior Advisor (2018-present)

The Carlyle Group

Senior Advisor (2008-2018)

The Charles Schwab Corporation

Chief Financial Officer (1999-2007)

Qualifications

Public Company Executive

Public Company Board

Financial Services

Banking

Asset Management

Brokerage/Investment Banking

Strategic Planning

Finance

Regulatory

Accounting

Risk Management

LOGO

Director since 2012

Age at Annual

Meeting: 58

Independent

Director

Committees

Audit

Nominating and Corporate Governance

Stephen A. Ellis

Mr. Ellis is a Managing Partner at TPG, a private equity and alternative investment firm, where he co-leads The Rise Fund, the firm’s impact investing platform. Prior to joining TPG 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 served as a member of the Board of Directors of e.l.f. Beauty, Inc. in 2019. Mr. Ellis’ term expires in 2022.

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.

Career Experience

TPG

Managing Partner (2015-present)

Asurion, LLC

Chief Executive Officer (2012-2014)

Bain & Company

Worldwide Managing Director

(2005-2012)

Qualifications

Public Company Board

Financial Services

Asset Management

Strategic Planning

Finance

Business Operations

International Business

Academia

ESG

LOGO

Director since 2012

Age at Annual

Meeting: 69

Independent

Director

Committees

Audit

Mark A. Goldfarb

Mr. Goldfarb has served as Managing Partner of BDO USA, LLP, an accounting and consulting firm, since January 2015. He was a founder of SS&G, Inc., 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, and he currently serves as a member of the Board of Directors of Charles Schwab Bank, SSB. 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.

Career Experience

BDO USA, LLP

Managing Partner (2015-present)

SS&G, Inc.

Senior Managing Director

(2012-2015)

Managing Partner (1987-2012)

Qualifications

Financial Services

Asset Management

Brokerage/Investment Banking

Strategic Planning

Finance

Business Operations

Marketing

Accounting

Risk Management

LOGO

Director since 2015

Age at Annual

Meeting: 72

Independent

Director

Committees

Audit

William S. Haraf

Mr. Haraf served as a Special Advisor for Promontory Financial Group, a financial consulting firm, from 2014 to 2019. He was a Managing Director of Promontory Financial Group from 2012 until 2014. 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. He has served as a member of the Board of Directors of Charles Schwab Bank, SSB since 2015. Mr. Haraf’s term expires in 2023.

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.

Career Experience

Promontory Financial Group

Special Advisor (2014-2019)

Managing Director (2012-2014)

California Department of Financial
Institutions

Commissioner (2008-2012)

Qualifications

Public Company Executive

Financial Services

Banking

Brokerage/Investment Banking

Strategic Planning

Regulatory

Accounting

Risk Management

Government Service

Academia

LOGO

Director since 1996

Age at Annual

Meeting: 78

Independent

Director

Committees

Compensation

Nominating and Corporate Governance

Frank C. Herringer

Mr. Herringer 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 2015, 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 served as a member of the Board of Directors of Transamerica Corporation from 1986 to 2018. Mr. Herringer served as a member of the Boards of Directors of Amgen Inc. from 2004 to 2019, Cardax Pharmaceuticals, Inc. from 2006 to 2015 and Safeway, Inc. from 2008 to 2015. Mr. Herringer’s term expires in 2023.

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.

Career Experience

Transamerica Corporation

Chairman of the Board (1996-2015)

Chief Executive Officer (1991-1999)

Qualifications

Public Company Executive

Public Company Board

Financial Services

Strategic Planning

Finance

Regulatory

Risk Management

Government Service

ESG

LOGO

Director since 2020

Age at Annual

Meeting: 73

Independent

Director

Committees

Compensation

Brian M. Levitt

Mr. Levitt has served as Board Chair of The Toronto-Dominion Bank (TD Bank), a Canadian chartered bank, since 2011 and has been a director since 2008. He also served as a director of TD Ameritrade Holding Corporation from 2016 to 2020. Mr. Levitt previously served as President and then Chief Executive Officer of Imasco Limited, a Canadian consumer products and services company, from 1991 to 2000, and served in various executive and non-executive leadership positions at the law firm Osler, Hoskin & Harcourt LLP from 2001 to 2015, where he most recently served as Vice Chair. Mr. Levitt has also served as a director of Domtar Corporation, a paper manufacturing company, since 2007, and served as a director of Stelco Holdings, Inc., a primary steel producer, from 2017 to 2019, and Talisman Energy Inc., an oil and gas producer, from 2013 to 2015. Mr. Levitt’s term expires in 2022.

Mr. Levitt is one of the two directors currently designated by TD Bank. He brings significant strategy, governance, financial services and public company board experience to the board.

Career Experience

The Toronto-Dominion Bank

Board Chair (2011-present)

Osler, Hoskin & Harcourt LLP

Partner (2001-2015)

Imasco Limited

President and Chief Executive

Officer (1991-2000)

Qualifications

Public Company Executive

Public Company Board

Banking

Brokerage/Investment Banking

Strategic Planning

Finance

Marketing

Regulatory

International Business

ESG

LOGO

Director since 2020

Age at Annual

Meeting: 58

Independent

Director

Committees

Audit

Gerri K. Martin-Flickinger

Ms. Martin-Flickinger is an Executive Vice President and the Chief Technology Officer of Starbucks Corporation, a coffeehouse chain and coffee roasting company. Prior to joining Starbucks in 2015, Ms. Martin-Flickinger served as Senior Vice President and Chief Information Officer of Adobe Inc., a computer software company, from 2006 to 2015, where she led portions of Adobe’s technology transformation to a cloud-based, subscription services business. She has previously served as Chief Information Officer at VeriSign, Inc., Network Associates, Inc., and McAfee Associates, Inc. She began her career at Chevron Corporation, where she held several senior positions. Ms. Martin-Flickinger served as a director of Tableau Software, Inc., a computer software company, from 2018 to 2019, when it was acquired by salesforce.com, inc. Ms. Martin-Flickinger’s term expires in 2023.

Ms. Martin-Flickinger brings consumer retail and customer-digital knowledge and executive leadership experience to the board, having served as Executive Vice President and the Chief Technology Officer of Starbucks. She brings technology company industry insight and cybersecurity experience having served as Chief Information Officer of Adobe, Verisign, Network Associates, and public company board experience with Tableau Software.

Career Experience

Starbucks Corporation

Executive Vice President and Chief

Technology Officer (2015-present)

Adobe Inc.

Senior Vice President and Chief

Information Officer (2006-2015)

Qualifications

Public Company Executive

Public Company Board

Strategic Planning

Finance

Information Technology/Cybersecurity

Marketing

Risk Management

International Business

LOGO

Director since 2020

Age at Annual

Meeting: 64

Committees

Risk

Bharat B. Masrani

Mr. Masrani has served as Group President and Chief Executive Officer of TD Bank, a Canadian chartered bank, since 2014. He served as Chief Operating Officer of TD Bank from 2013 to 2014. He served as Group Head, U.S. Personal and Commercial Banking, of TD Bank and President and Chief Executive Officer of TD Bank US Holding Company and TD Bank, N.A., subsidiaries of TD Bank, from 2008 until 2013. In 2006, Mr. Masrani became the President of TD Banknorth and, in 2007, President and CEO. From 2003 to 2006, he served as Vice Chair and Chief Risk Officer of TD Bank. Mr. Masrani began his banking career with TD Bank in 1987. From 2013 to 2020, Mr. Masrani served as member of the Board of Directors of TD Ameritrade Holding Corporation. Mr. Masrani has served as a member of the Board of Directors of TD Bank since 2014. He has served as a director of The Clearing House since 2014 and the Bank Policy Institute since 2018. Mr. Masrani is a nominee for election this year.

Mr. Masrani is one of the two directors currently designated by TD Bank. He brings leadership and risk management skills, knowledge of the banking and the financial services industry, and international business experience to the board, having served as Chief Executive Officer of TD Bank.

Career Experience

The Toronto-Dominion Bank

Group President and Chief Executive

Officer (2014-present)

Chief Operating Officer (2013-2014)

Group Head, U.S. Personal and

Commercial Banking (2008-2013)

Qualifications

Public Company Executive

Public Company Board

Financial Services

Banking

Asset Management

Brokerage/Investment Banking

Strategic Planning

Finance

Business Operations

Marketing

Regulatory

Accounting

Risk Management

International Business

ESG

LOGO

Director since 2020

Age at Annual

Meeting: 51

Independent

Director

Committees

Audit

Todd M. Ricketts

Mr. Ricketts served as a director of TD Ameritrade Holding Corporation, a registered broker-dealer and investment advisory firm, from 2011 to 2020. He has managed his personal investment portfolio since 2001. Mr. Ricketts previously served as Corporate Secretary and Director of Business Development for TD Ameritrade. Mr. Ricketts has served as a director of the parent company of the Chicago Cubs, Chicago Baseball Holdings, LLC, since 2009. Mr. Ricketts’ term expires in 2023.

Mr. Ricketts is the director designated by TD Ameritrade. He brings business management and financial experience to the board through his entrepreneurial and financial services industry experience.

Career Experience

Chicago Baseball Holdings, LLC

Director (2009-present)

TD Ameritrade Holding Corporation

Director (2011-2020)

Qualifications

Public Company Board

Financial Services

Brokerage/Investment Banking

Finance

Business Operations

Information Technology/Cybersecurity

ESG

LOGO

Director since 2018

Age at Annual

Meeting: 65

Independent

Director

Committees

Risk

Charles A. Ruffel

Mr. Ruffel is the founder and managing partner of Kudu Investment Management, LLC, a private equity firm. He served as Chief Executive Officer and managing partner of Kudu Advisors, LLC, an investment banking company, from 2009 to 2015. He was the founder and Chief Executive Officer 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 to 2018 and as a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust from 2015 to 2018. He has served as a member of the Board of Directors of Charles Schwab Bank, SSB since 2018. Mr. Ruffel served as a member of the Board of Directors of Aspire Financial Services, LLC, a financial services and retirement planning company, from 2012 to 2019. Mr. Ruffel is a nominee for election this year.

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

Career Experience

Kudu Investment Management, LLC

Managing Partner (2015-present)

Kudu Advisors, LLC

Managing Partner (2009-2015)

Asset International, Inc.

Chief Executive Officer (1998-2010)

Qualifications

Asset Management

Brokerage/Investment Banking

Strategic Planning

Finance

Business Operations

Information Technology/Cybersecurity

Marketing

Regulatory

Risk Management

International Busines

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

SEC Form DEF 14A filed by The Charles Schwab Corporation