DEF 14A of Schwab Charles Corp, Apr 2, 2021

DEF 14A of Schwab Charles Corp

Filed Apr 2, 2021 · FY20200001193125-21-104906

Open on EDGAR

  1. DIRECTOR NOMINEES

    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.

  2. DIRECTOR NOMINEES

    | Name | Age | Director Since | Occupation | Skills | Independent | Committees | | Walter W. Bettinger II | 60 | 2008 | President and Chief Executive Officer, The Charles Schwab Corporation | Financial services expertise and leadership experience | | | | Joan T. Dea | 57 | 2017 | Founder and Managing Director, Beckwith Investments LLC | Investment and consulting expertise, strategic planning, and leadership experience | X | Compensation Nominating | | Christopher V. Dodds | 61 | 2014 | Co-Founder and Managing Member, Crown Oak Advisors LLC | Leadership skills, knowledge of the financial services industry, and financial and accounting experience | X | Risk | | Mark A. Goldfarb | 69 | 2012 | Managing Partner, BDO USA, LLP | Financial and accounting expertise and operational leadership experience | X | Audit | | Bharat B. Masrani | 64 | 2020 | Group President and Chief Executive Officer, The Toronto-Dominion Bank | Financial services expertise and international business and leadership experience | | Risk | | Charles A. Ruffel | 65 | 2018 | Managing Partner, Kudu Investment Management, LLC | Financial services and asset management expertise and leadership experience | X | Risk |

  3. 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 |

  4. Skills and Competencies

    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.

  5. Skills and Competencies

    | 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 |

  6. Skills and Competencies

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

  7. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Nominees for directors this year are:

  8. ELECTION OF DIRECTORS

    | · | Walter W. Bettinger II |

  9. ELECTION OF DIRECTORS

    | · | Joan T. Dea |

  10. ELECTION OF DIRECTORS

    | · | Christopher V. Dodds |

  11. ELECTION OF DIRECTORS

    | · | Mark A. Goldfarb |

  12. ELECTION OF DIRECTORS

    | · | Bharat B. Masrani |

  13. ELECTION OF DIRECTORS

    | · | Charles A. Ruffel |

  14. ELECTION OF DIRECTORS

    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

  15. ELECTION OF DIRECTORS

    | 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 |

  16. ELECTION OF DIRECTORS

    | 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 |

  17. ELECTION OF DIRECTORS

    | 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 |

  18. ELECTION OF DIRECTORS

    | 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 |

  19. ELECTION OF DIRECTORS

    | 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 |

  20. ELECTION OF DIRECTORS

    | 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 |

  21. ELECTION OF DIRECTORS

    | 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 |

  22. ELECTION OF DIRECTORS

    | 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 |

  23. ELECTION OF DIRECTORS

    | 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 |

  24. ELECTION OF DIRECTORS

    | 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 |

  25. ELECTION OF DIRECTORS

    | 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 |

  26. ELECTION OF DIRECTORS

    | 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 |

  27. ELECTION OF DIRECTORS

    | 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 |

  28. ELECTION OF DIRECTORS

    | 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 Business ESG |

  29. ELECTION OF DIRECTORS

    | Director since 2009 Age at Annual Meeting: 66 Independent Director Committees Nominating and Corporate Governance Risk | Arun Sarin Mr. Sarin has served as Chairman of Trepont Acquisition Corp I, a special purpose acquisition company, since 2020. Mr. Sarin 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 2001 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. He served as a member of the Board of Directors of Blackhawk Network Holdings, Inc. from 2009 to 2018, Safeway, Inc. from 2009 to 2015, and Cisco Systems, Inc. from 2009 to 2020. Mr. Sarin has served as a member of the Board of Directors of Accenture plc, a consulting and information technology services company, since 2015. He has served as Chairman of the Boards of Cerence Inc., an automotive software company, since 2019, and Trepont Acquisition Corp I, since 2020. Mr. Sarin’s term expires in 2022. Mr. Sarin brings public company knowledge, information technology/cybersecurity experience, 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. | | | | Career Experience Trepont Acquisition Corp I Chairman (2020-Present) Vodafone Group, Plc Chief Executive Officer (2003-2008) Accel-KKR Telecom Chief Executive Officer (2001-2003) Infospace, Inc. Chief Executive Officer (2000-2001) | Qualifications Public Company Executive Public Company Board Strategic Planning Finance Business Operations Information Technology/Cybersecurity Marketing Regulatory Risk Management International Business ESG |

  30. ELECTION OF DIRECTORS

    | Director since 1986 Age at Annual Meeting: 83 | Charles R. Schwab Mr. Schwab 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, SSB. 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. He served as a director of Yahoo! Inc. from 2014 to 2016. Mr. Schwab’s term expires in 2022. 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. | | | | Career Experience The Charles Schwab Corporation Chairman (1986-present) Chief Executive Officer (1986-1997; 2004-2008) Co-Chief Executive Officer (1998-2003) Charles Schwab & Co. Inc. Chief Executive Officer (2004-2008) | Qualifications Public Company Executive Public Company Board Financial Services Banking Asset Management Brokerage/Investment Banking Strategic Planning Finance Business Operations Marketing Regulatory International Business ESG |

  31. ELECTION OF DIRECTORS

    | Director since 2002 Age at Annual Meeting: 73 Independent Director Committees Compensation | Paula A. Sneed Ms. Sneed 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 has served as a member of the Board of Directors of Berry Global Group, Inc., a package manufacturing company, since 2018. She served as a member of the Board of Directors of TE Connectivity, Ltd., a manufacturer of engineered electronic components, network solutions, and telecommunications systems, from 2007 to 2020. She served as a member of the Board of Directors of Airgas, Inc. from 1999 to 2016. Ms. Sneed’s term expires in 2022. 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. | | | | Career Experience Phelps Prescott Group, LLC Chairman and Chief Executive Officer (2007-present) Kraft Foods, Inc. Executive Vice President (2005-2006) Senior Vice President (2004-2005) Kraft Foods North America Executive Vice President (2000-2004) | Qualifications Public Company Executive Public Company Board Strategic Planning Business Operations Marketing ESG |

  32. ELECTION OF DIRECTORS

    DIRECTOR NOMINATIONS The Nominating and Corporate Governance Committee recommended all of the nominees for election included in this year’s proxy statement. The Nominating and Corporate Governance Committee has a policy to consider candidates recommended by stockholders. The policy requires written stockholder recommendations that 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.

  33. 2020 DIRECTOR COMPENSATION TABLE

    2020 DIRECTOR COMPENSATION TABLE

  34. 2020 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | | | | | | | Cash(1) ($) | Deferred into Restricted Stock Units or Options2, 5 ($) | Stock Awards3, 5 ($) | Option Awards4, 5 ($) | Total ($) | | John K. Adams, Jr. | 190,000 | — | 111,000 | 74,000 | 375,000 | | Marianne C. Brown | 45,285 | — | 46,250 | 30,833 | 122,368 | | Joan T. Dea | 155,000 | — | 111,000 | 74,000 | 340,000 | | Christopher V. Dodds | 190,000 | — | 111,000 | 74,000 | 375,000 | | Stephen A. Ellis | 62,500 | 62,500 | 111,000 | 74,000 | 310,000 | | Mark A. Goldfarb | 115,000 | — | 111,000 | 74,000 | 300,000 | | William S. Haraf | 165,000 | — | 111,000 | 74,000 | 350,000 | | Frank C. Herringer | — | 135,000 | 111,000 | 74,000 | 320,000 | | Brian M. Levitt | 26,005 | — | 18,500 | 12,333 | 56,838 | | Gerri K. Martin-Flickinger | 45,285 | — | 46,250 | 30,833 | 122,368 | | Bharat B. Masrani | 27,188 | — | 18,500 | 12,333 | 58,021 | | Stephen T. McLin(6) | 17,500 | 57,500 | — | — | 75,000 | | Todd M. Ricketts | 26,535 | — | 18,500 | 12,333 | 57,368 | | Charles A. Ruffel | 92,500 | 57,500 | 111,000 | 74,000 | 335,000 | | Arun Sarin | 125,000 | — | 111,000 | 74,000 | 310,000 | | Paula A. Sneed | 110,000 | — | 111,000 | 74,000 | 295,000 | | Roger O. Walther(7) | 130,000 | — | 111,000 | 74,000 | 315,000 |

  35. 2020 DIRECTOR COMPENSATION TABLE

    | (1) This column shows cash amounts earned for retainers. For Mr. Adams, Ms. Dea, Mr. Dodds, Mr. Haraf, Mr. McLin, and Mr. Ruffel, the amount in this column includes their cash retainers for service on the Board of Directors of Charles Schwab Bank, SSB. |

  36. 2020 DIRECTOR COMPENSATION TABLE

    | (2) This column shows the dollar amount of retainers deferred into RSUs or options under the Directors’ Deferred Compensation Plan II. The corresponding RSUs or options were as follows: 1,688 RSUs for Mr. Ellis, 3,642 RSUs for Mr. Herringer, 5,631 options for Mr. McLin, and 5,570 options for Mr. Ruffel. |

  37. 2020 DIRECTOR COMPENSATION TABLE

    | (3) The amounts shown in this column represent the grant date fair value of the RSU award. In 2020, non-employee directors who served the full year received an automatic grant of RSUs with a grant date fair value of $111,000. The awards for Ms. Brown and Ms. Martin-Flickinger were prorated from the time they joined the board on August 1, 2020. The awards for Mr. Levitt, Mr. Masrani, and Mr. Ricketts were prorated from the time they joined the board on October 6, 2020. |

  38. 2020 DIRECTOR COMPENSATION TABLE

    | (4) The amounts shown in this column represent the grant date fair value of the stock option award. In 2020, non-employee directors who served the full year received an automatic grant of stock options with a grant date fair value of $74,000. The amounts for Ms. Brown and Ms. Martin-Flickinger represent the grant date fair value of the stock option award, prorated from the time they joined the board on August 1, 2020. The amounts for Mr. Levitt, Mr. Masrani, and Mr. Ricketts represent the grant date fair value of the stock option award, prorated from the time they joined the board on October 6, 2020. |

  39. 2020 DIRECTOR COMPENSATION TABLE

    | (5) The following table shows the aggregate number of outstanding stock option and RSU awards held by the non-employee directors as of December 31, 2020. This includes stock options and RSUs acquired under the Directors’ Deferred Compensation Plans. |

  40. 2020 DIRECTOR COMPENSATION TABLE

    | Name | Stock Option Awards | Restricted Stock Unit Awards | | John K. Adams, Jr. | 43,244 | 7,381 | | Marianne C. Brown | 3,106 | 1,172 | | Joan T. Dea | 21,318 | 7,381 | | Christopher V. Dodds | 20,378 | 7,381 | | Stephen A. Ellis | 112,417 | 15,226 | | Mark A. Goldfarb | 54,468 | 5,453 | | William S. Haraf | 43,244 | 7,381 | | Frank C. Herringer | 85,304 | 138,620 | | Brian M. Levitt | 1,243 | 469 | | Gerri K. Martin-Flickinger | 3,106 | 1,172 | | Bharat B. Masrani | 1,243 | 469 | | Stephen T. McLin | 231,081 | 33,194 | | Todd M. Ricketts | 1,243 | 469 | | Charles A. Ruffel | 30,055 | 6,466 | | Arun Sarin | 68,813 | 5,453 | | Paula A. Sneed | 54,468 | 54,025 | | Roger O. Walther | 54,468 | 30,680 |

  41. 2020 DIRECTOR COMPENSATION TABLE

    | (6) Mr. McLin retired from the board on May 12, 2020. |

  42. 2020 DIRECTOR COMPENSATION TABLE

    | (7) Mr. Walther retired from the board on December 31, 2020. |

  43. 2020 DIRECTOR COMPENSATION TABLE

    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 2020. PROPOSAL TWO:

  44. Key Business Results

    Key Business Results The company’s strategy is to put clients’ perspectives, needs, and desires at the forefront by seeing 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:

  45. Executive Compensation Program

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

  46. Executive Compensation Program

    | * 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. Long-term Incentive Awards are amounts reported for Stock Awards and Option Awards. |

  47. Key Compensation Decisions

    | · | 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. |

  48. Key Compensation Decisions

    | · | Set the target EPS goal for 100% payout upon achieving the company’s financial plan for 2020 approved by the board. |

  49. Key Compensation Decisions

    | · | Approved annual cash incentive payouts under the Corporate Executive Bonus Plan of 78.27% of the target set by the Compensation Committee based on the company’s financial performance. |

  50. Key Compensation Decisions

    | · | Changed the mix of equity incentives to increase PBRSUs to 60% and decrease stock options to 40%, compared to 50% PBRSUs and 50% stock options in the prior year. |

  51. Key Compensation Decisions

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

  52. Key Compensation Decisions

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

  53. Key Compensation Decisions

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

  54. Key Compensation Decisions

    | · | Modified the peer group used as a reference point for assessing the competitiveness of executive and director compensation for periods after 2020. |

  55. SUMMARY OF THE EXECUTIVE COMPENSATION PROGRAM

    | | Element of Compensation | | | | Objective | 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: ROTCE compared to COE measures earnings on stockholder equity and long-term profitability and ROTCE reflects the capital position of the company absent the effects of intangible assets and preferred stock. Stock options: reward share price appreciation by delivering compensation only when the stock price appreciates above the exercise price. |

  56. COMPENSATION PLANNING AND THE DECISION-MAKING PROCESS

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

  57. COMPENSATION PLANNING AND THE DECISION-MAKING PROCESS

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

  58. COMPENSATION PLANNING AND THE DECISION-MAKING PROCESS

    | · | a competitive pay analysis of peer companies with data from proxy statements, |

  59. COMPENSATION PLANNING AND THE DECISION-MAKING PROCESS

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

  60. COMPENSATION PLANNING AND THE DECISION-MAKING PROCESS

    | · | 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), |

  61. COMPENSATION PLANNING AND THE DECISION-MAKING PROCESS

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

  62. COMPENSATION PLANNING AND THE DECISION-MAKING PROCESS

    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 24 companies used for compensation for 2020 was: 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. The Committee reviewed the peer group and considered companies with similar business, talent, and operational characteristics, as well as the company’s new scale after its acquisition of TD Ameritrade. Based on this review, the Compensation Committee updated the peer group for 2021 by adding The Goldman Sachs Group, Inc. and removing Regions Financial Corporation and Invesco. The Committee also removed acquired companies (TD Ameritrade and E*Trade Financial) and replaced BB&T Corporation and SunTrust Banks, Inc. with Truist Financial Corporation (the entity resulting from their merger). These changes reduce the number of peers in the brokerage and banking sectors.

  63. Compensation Consultant

    Compensation Consultant Under its charter, the Compensation Committee is authorized to retain compensation consultants and to approve the terms of the engagement. In 2020, 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 the company’s 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 2020, 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.

  64. ELEMENTS OF COMPENSATION

    | Executive | Compensation Adjustments | | | | | | Base Salary $ Increase | Increase in Bonus Target (% of salary) | LTI $ Increase | Reason for Adjustments | | Walter W. Bettinger II | $100,000 | — | $500,000 | · To reward and recognize accomplishments as CEO | | Peter B. Crawford | $75,000 | 25% | $250,000 | · Individual performance · Pay relative to internal peers · Pay relative to external compensation data | | Charles R. Schwab | $50,000 | — | $200,000 | · To reward and recognize accomplishments as Chairman | | Joseph R. Martinetto | $28,000 | 15% | — | · Individual performance · Pay relative to internal peers · Pay relative to external compensation data | | Jonathan M. Craig | $50,000 | — | $250,000 | · Individual performance · Pay relative to internal peers · Pay relative to external compensation data |

  65. Annual Cash Incentives

    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 2020, 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. In January 2021, the Compensation Committee reviewed performance, certified the achievement of performance goals, and determined bonus awards based on the approved target percentage, which is applied to salary earned during the performance period by each named executive officer. The Compensation Committee approved the following annual incentives for 2020:

  66. Annual Cash Incentives

    | Executive | 2020 Target Cash Incentive (%) | 2020 Target Cash Incentive ($) | 2020 Actual Cash Incentive ($) | | Walter W. Bettinger II | 375% | $5,187,500 | $4,060,256 | | Peter B. Crawford | 200% | $1,175,000 | $919,672 | | Charles R. Schwab | 250% | $1,854,167 | $1,451,256 | | Joseph R. Martinetto | 225% | $1,627,500 | $1,273,844 | | Jonathan M. Craig | 200% | $1,383,333 | $1,082,735 |

  67. Annual Cash Incentives

    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 GAAP, 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 based on achieving the company’s financial plan approved by the board. 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. In 2020, the target EPS goal was set at $2.59; the maximum payment was 200% of the target bonus award for EPS of $5.18 or higher; and the minimum payment was 50% of the target bonus award for EPS of $1.30. The target EPS goal of $2.59 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 2020, the Compensation Committee approved payouts based on EPS of $2.03, which excluded charges related to the acquisition of TD Ameritrade, assets of Wasmer Schroeder & Company, LLC (Wasmer Schroeder), and certain assets of Motif Capital Management, Inc. and revenue related to the acquisition of TD Ameritrade and Wasmer Schroeder. The Compensation Committee determined that the company achieved these results while maintaining a low credit risk profile. The Compensation Committee did not apply negative discretion to reduce the cash incentive award for any individual named executive officer and approved funding at 78.27% of target for each of the named executive officers.

  68. Long-Term Incentives

    Long-Term Incentives At its January 2020 meeting, the Compensation Committee approved equity awards with a grant date of March 2, 2020 for the named executive officers pursuant to the 2013 Stock Incentive Plan. Of the total target equity awards granted, 40% was granted in stock options and 60% was granted in PBRSUs to align the incentives of executives with the long-term interests of stockholders. The Compensation Committee approved the following equity awards for 2020:

  69. Long-Term Incentives

    | Executive | 2020 PBRSUs ($) | 2020 Stock Options ($) | 2020 Total LTI ($) | | Walter W. Bettinger II | $6,300,000 | $4,200,000 | $10,500,000 | | Peter B. Crawford | $900,000 | $600,000 | $1,500,000 | | Charles R. Schwab | $2,340,000 | $1,560,000 | $3,900,000 | | Joseph R. Martinetto | $1,950,000 | $1,300,000 | $3,250,000 | | Jonathan M. Craig | $1,440,000 | $960,000 | $2,400,000 |

  70. Stock Options

    Stock Options The Compensation Committee approved stock options to be granted on March 2, 2020 vesting 25% annually over four years. The stock options provide for accelerated vesting due to a change in control, death or disability, or retirement, and the amounts associated with accelerated vesting are included in the Termination and Change in Control Benefits Table. The stock options also provide for accelerated vesting on awards that would otherwise vest during the severance period following termination under the Charles Schwab Severance Pay Plan (Severance Plan) and the value of awards subject to the accelerated vesting is included in the Termination and Change in Control Benefits Table.

  71. Performance-Based Restricted Stock Units

    Performance-Based Restricted Stock Units The Compensation Committee approved PBRSUs with cliff-vesting based on the three-year performance period from January 1, 2020 to December 31, 2022. The main features of the 2020 PBRSUs are summarized below.

  72. Performance-Based Restricted Stock Units

    | Feature | Comments | | Grant Date | · March 2, 2020 | | 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 the performance period has been met | | Performance Period | · January 1, 2020 to December 31, 2022 | | 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 | · ROTCE · COE |

  73. Performance-Based Restricted Stock Units

    The Compensation Committee approved a performance goal based on ROTCE and COE with potential payouts ranging from 100% to 200% of the target shares granted. Where ROTCE divided by COE equals at least one and no more than two, 100% of target shares are paid. Where ROTCE divided by COE equals less than one, the target shares are forfeited. Where ROTCE divided by COE equals more than two, the target shares are paid out in a range from 100% to 200% of target. 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. The Compensation Committee selected the performance criteria of ROTCE for the 2020 PBRSUs because ROTCE reflects the capital position of the company absent the effects of goodwill, acquired intangible assets, the deferred tax liabilities related to goodwill and acquired intangible assets, and preferred stock and established the performance goal of ROTCE equaling or exceeding COE as the performance goal for the 2020 PBRSUs because this measure 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. ROTCE is defined as net income available to common stockholders from continuing operations for the calendar year divided by average tangible common stockholders’ equity (defined as the balance of tangible common stockholders’ equity at the beginning of the calendar year plus the balance of tangible common stockholders’ equity at the end of the calendar year divided by two). Tangible common stockholders’ equity equals total stockholders’ equity, calculated in accordance with GAAP, minus the sum of preferred stock, goodwill, acquired intangible assets, and deferred tax liabilities related to goodwill and acquired intangible assets. The calculation of ROTCE is 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, 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 Compensation Committee excludes losses from any unusual or non-recurring items, including, but not limited to charges, or costs associated with reorganizations or restructurings, discontinued operations, goodwill, other intangible assets, long-lived assets (non-cash), real estate strategy (e.g., costs related to lease terminations or facility closure obligations), litigation or the resolution of litigation, or currency or commodity fluctuations, and the effects of changes in applicable laws, regulations or accounting principles, and any other unusual or non-recurring losses. The PBRSUs provide for accelerated vesting and payment of target awards due to a change in control, death or disability. The PBRSUs also provide for continued vesting following termination under the Severance Plan or retirement, subject to achievement of performance goals established at the time such awards were granted. The values of awards subject to these accelerated vesting and continued vesting provisions are included in the Termination and Change in Control Benefits Table.

  74. Vesting of Performance-Based Restricted Stock Units for the Performance Period Ending December 31, 2020

    Vesting of Performance-Based Restricted Stock Units for the Performance Period Ending December 31, 2020 In January 2018, the Compensation Committee approved the grant of performance-based equity awards with cliff-vesting and a three-year performance period ending December 31, 2020, subject to the Compensation Committee certifying achievement of the applicable performance goals. The Compensation Committee chose ROCE compared to COE as the performance criterion for these equity awards, 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. Shares are earned at target when ROCE divided by COE equals at least one and no more than two. Shares are earned above target when ROCE divided by COE is greater than two. For PBRSUs vesting based on the three-year performance period ending December 31, 2020, the Compensation Committee determined the performance goal was met and approved payouts based on ROCE of 18.1% and COE of 8.0%, exceeding target performance at 226.4% and resulting in a payout above target at 113.2%. The Compensation Committee determined the achievement of the performance goals excluding 2019 charges related to the acquisition of the wealth management business of USAA Investment Management Company and acquisition of TD Ameritrade and 2020 charges for acquisition and integration-related costs, amortization of acquired intangible assets, and the tax impacts of these adjustments in the calculation of net income available to common stockholders, and adjustments for goodwill, acquired intangible assets, and deferred tax liabilities related to goodwill and acquired intangible assets in the calculation of total stockholders’ equity. The share repurchase programs announced in October 2018 and January 2019 were not factored into the Compensation Committee’s determination due to the long-term vesting of the PBRSU awards and the long-term nature of the company’s capital deployment strategy. The share repurchase programs did not have a material impact on the performance results. The Compensation Committee certified the following achievement of performance goals for 2020:

  75. Vesting of Performance-Based Restricted Stock Units for the Performance Period Ending December 31, 2020

    | Grant Year | Performance Goal | Performance Period | ROCE | COE | Performance Goal Met | Payout | | 2018 | ROCE greater than or equal to COE | January 1, 2018 to December 31, 2020 | 18.1% | 8.0% | Exceeded | 113.2% of Target |

  76. Severance

    Severance All employees, including executive officers other than Mr. Schwab, are eligible to receive severance benefits under the 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.

  77. Guidelines for Equity Awards

    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.

  78. Recoupment Policies

    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 from 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.

  79. Risk Assessment

    | · | A balanced mix of compensation components (i.e., base salary, annual cash incentives, and long-term incentives), |

  80. Risk Assessment

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

  81. Risk Assessment

    | · | performance goals based on financial plans approved by the board, |

  82. Risk Assessment

    | · | caps on annual incentive opportunities, |

  83. Risk Assessment

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

  84. Risk Assessment

    | · | a three-year performance period and cliff-vesting for PBRSUs with limited opportunities for accelerated vesting, and |

  85. Risk Assessment

    | · | approval of executive compensation by an independent board committee with advice from an independent compensation consultant, |

  86. Risk Assessment

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

  87. Risk Assessment

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

  88. 2021 Compensation for the Chief Executive Officer

    2021 Compensation for the Chief Executive Officer In January 2021, the Compensation Committee approved a $2,850,000 increase in long-term incentives for Mr. Bettinger to recognize his accomplishments as CEO, including the substantial growth in the company through organic performance and strategic acquisitions. The Compensation Committee considered both the scale of the company today — client assets more than doubling over the past five years to their $6.69 trillion level at year-end 2020 and net income more than doubling over that same period — as well as the importance of integration execution over the next several years. 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. The increase in Mr. Bettinger’s long-term incentive grant reinforces the importance of the successful execution of Schwab’s strategy in the years to come.

  89. 2021 Annual Cash Incentives

    2021 Annual Cash Incentives In January 2021, the Compensation Committee considered performance criteria for 2021 annual cash incentive awards under the Corporate Executive Bonus Plan. The Compensation Committee selected overall corporate performance as measured by adjusted diluted EPS and set the target adjusted diluted EPS goal for 100% payout upon achieving the company’s financial plan approved by the board. Adjusted diluted EPS is defined as the fully diluted EPS for net income available to common stockholders calculated in accordance with GAAP for the applicable performance period, adjusted to remove the after-tax fully diluted per share impact of (A) acquisition-related costs and (B) amortization of acquired intangible assets, as defined by the company’s Use of Non-GAAP Financial Measures Policy and supported by the company’s policy guidance defining acquisition-related costs.

  90. 2021 Long-Term Incentives

    2021 Long-Term Incentives In January 2021, the Compensation Committee approved long-term equity awards of 40% stock options and 60% 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 granted on March 1, 2021. 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, 2021 to December 31, 2023. The main features of the 2021 PBRSUs are summarized below.

  91. 2021 Long-Term Incentives

    | Feature | Comments | | Grant Date | · March 1, 2021 | | 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, 2021 to December 31, 2023 | | 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 | · ROTCE · COE |

  92. 2021 Long-Term Incentives

    The Compensation Committee selected the performance measure of ROTCE divided by COE to reflect the capital position of the company absent the effects of goodwill, acquired intangible assets, deferred tax liabilities related to goodwill and acquired intangible assets, and preferred stock. For 2021, ROTCE is defined as adjusted net income available to common stockholders for the calendar year divided by average tangible common stockholders’ equity (defined as the balance of tangible common stockholders’ equity at the beginning of the calendar year plus the balance of tangible common stockholders’ equity at the end of the calendar year divided by two). Adjusted net income available to common stockholders equals net income available to common stockholders calculated in accordance with GAAP for the applicable performance period, adjusted to remove the after-tax impact of (A) acquisition-related costs and (B) amortization of acquired intangible assets. Tangible common stockholders’ equity equals total stockholders’ equity calculated in accordance with GAAP, minus the sum of 1) preferred stock, 2) goodwill, 3) acquired intangible assets and 4) deferred tax liabilities related to goodwill and acquired intangible assets.

  93. 2021 Long-Term Incentives

    | 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, 2020 and the proxy statement on Schedule 14A. COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Paula A. Sneed, Chair Joan T. Dea Frank C. Herringer Brian M. Levitt |

  94. 2021 Long-Term Incentives

    2020 CEO PAY RATIO The following is a reasonable estimate, calculated in accordance with SEC rules, of the ratio of the 2020 annual total compensation of the company’s median employee to the 2020 annual total compensation of Mr. Bettinger, the President and Chief Executive Officer:

  95. 2021 Long-Term Incentives

    | · | the annual total compensation of the median employee, calculated in accordance with Summary Compensation Table rules, was $114,098; |

  96. 2021 Long-Term Incentives

    | · | the annual total compensation of the CEO, as reported in the Summary Compensation Table, was $15,959,193; and |

  97. 2021 Long-Term Incentives

    | · | the ratio of the annual total compensation of the CEO to the annual total compensation of the median employee was 140 to 1. |

  98. 2021 Long-Term Incentives

    In order to identify the company’s median employee in 2020, the company used internal records to determine the employee population as of December 31, 2020, which equaled 21,550 individuals, including full-time, part-time, temporary and seasonal employees. The company changed from using an October 1 determination date to a December 31 determination date to align with the taxable year in connection with the use of taxable Medicare wages as reflected in the Company’s payroll records as reported to the Internal Revenue Service on Forms W-2 Box 5 (Taxable Medicare Wages) as the consistently applied compensation measure. The company changed its methodology for identifying the median employee from annual salary rate plus prior year bonus to Taxable Medicare Wages. The change in methodology provides administrative efficiency as it leverages existing payroll processes and includes more elements of compensation. As permitted under SEC rules, the company omitted, for purposes of determining the median employee, employees who became employees of the company as a result of our acquisition of TD Ameritrade. Of the 21,550 individuals represented on our compensation and benefits platforms, 21,520 were employed in the United States and 30 outside the United States. The company’s 30 non-U.S. employees, which accounted for less than 5% of the total employee population, were excluded from the analysis. Such employees were located in: Hong Kong (22 employees); Singapore (one employee); and the United Kingdom (seven employees). The company’s payroll records were used to calculate total Taxable Medicare Wages compensation for each of the 21,520 employees, other than the CEO, TD Ameritrade employees, and non-U.S. employees identified as excluded above. The median employee was identified by consistently applying this compensation measure to all employees included in the analysis. 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, and the next three most highly compensated executive officers as of December 31, 2020.

  99. 2020 SUMMARY COMPENSATION TABLE

    2020 SUMMARY COMPENSATION TABLE

  100. 2020 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPEN- SATION(3) ($) | ALL OTHER COMPEN- SATION(4) ($) | TOTAL ($) | | Walter W. Bettinger II President and Chief Executive Officer | 2020 2019 2018 | 1,383,333 1,300,000 1,275,000 | 6,300,000 5,000,000 4,500,000 | 4,200,000 5,000,000 4,500,000 | 4,060,256 4,785,787 5,335,875 | 15,604 15,354 16,732 | 15,959,193 16,101,141 15,627,607 | | Peter B. Crawford Executive Vice President and Chief Financial Officer | 2020 2019 2018 | 587,500 516,667 470,833 | 900,000 625,000 500,000 | 600,000 625,000 500,000 | 919,672 887,620 788,175 | 15,080 14,774 15,069 | 3,022,252 2,669,061 2,274,077 | | Charles R. Schwab(5) Chairman | 2020 2019 2018 | 741,667 700,000 683,333 | 2,340,000 1,850,000 1,725,000 | 1,560,000 1,850,000 1,725,000 | 1,451,256 1,717,975 1,906,500 | 14,732 14,482 14,428 | 6,107,655 6,132,457 6,054,261 | | Joseph R. Martinetto Senior Executive Vice President and Chief Operating Officer | 2020 2019 2018 | 723,333 700,000 687,500 | 1,950,000 1,625,000 1,500,000 | 1,300,000 1,625,000 1,500,000 | 1,273,844 1,443,099 1,611,225 | 15,273 15,023 15,485 | 5,262,450 5,408,122 5,314,210 | | Jonathan M. Craig Senior Executive Vice President | 2020 2019 | 691,667 633,333 | 1,440,000 1,075,000 | 960,000 1,075,000 | 1,082,735 1,243,486 | 15,218 14,857 | 4,189,620 4,041,676 |

  101. 2020 SUMMARY COMPENSATION TABLE

    | (1) The amounts shown in this column represent the aggregate grant date fair value of PBRSUs and do not reflect the amounts ultimately realized by the named executive officer. The values shown are as of the grant date, which is the date on which all the significant terms, including any performance criteria, were established, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. 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 2020 PBRSU grants on the grant date, assuming the performance conditions are met at 200% of the target award, would be: $12,600,000 for Mr. Bettinger; $1,800,000 for Mr. Crawford; $4,680,000 for Mr. Schwab; $3,900,000 for Mr. Martinetto; and $2,880,000 for Mr. Craig. |

  102. 2020 SUMMARY COMPENSATION TABLE

    | PBRSUs awarded in 2020, 2019 and 2018 vest only upon satisfaction of the performance conditions of those awards. For the 2020, 2019 and 2018 PBRSUs, the date the Compensation Committee granted the units and the 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. |

  103. 2020 SUMMARY COMPENSATION TABLE

    | 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 21. Employee Incentive, Retirement, Deferred Compensation, and Career Achievement Plans” from the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |

  104. 2020 SUMMARY COMPENSATION TABLE

    | (2) The amounts shown in this column represent the aggregate grant date fair value of the stock option awards as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, 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 21. Employee Incentive, Retirement, Deferred Compensation, and Career Achievement Plans” from the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |

  105. 2020 SUMMARY COMPENSATION TABLE

    | (3) The amounts shown in this column include amounts earned under the Corporate Executive Bonus Plan. |

  106. 2020 SUMMARY COMPENSATION TABLE

    | (4) The amounts shown in this column for 2020 include $14,500 for each named executive officer for employer match contributions 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. |

  107. 2020 SUMMARY COMPENSATION TABLE

    | (5) 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. |

  108. 2020 GRANTS OF PLAN-BASED AWARDS TABLE

    2020 GRANTS OF PLAN-BASED AWARDS TABLE

  109. 2020 GRANTS OF PLAN-BASED AWARDS TABLE

    | NAME | GRANT DATE | DATE OF ACTION IF NOT GRANT DATE(1) | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(2) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(3) | | | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(4) (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/Sh) | GRANT DATE FAIR VALUE OF EQUITY AWARDS ($)(5) | | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | Walter W. Bettinger II | 1/29/2020 3/2/2020 3/2/2020 | — 1/29/2020 1/29/2020 | 2,593,750 — — | 5,187,500 — — | 10,375,000 — — | — — — | — 154,374 — | — 308,748 — | — — 361,758 | — — 41.98 | — 6,300,000 4,200,000 | | Peter B. Crawford | 1/29/2020 3/2/2020 3/2/2020 | — 1/29/2020 1/29/2020 | 587,500 — — | 1,175,000 — — | 2,350,000 — — | — — — | — 22,054 — | — 44,108 — | — — 51,680 | — — 41.98 | — 900,000 600,000 | | Charles R. Schwab | 1/29/2020 3/2/2020 3/2/2020 | — 1/29/2020 1/29/2020 | 927,083 — — | 1,854,167 — — | 3,708,333 — — | — — — | — 57,339 — | — 114,678 — | — — 134,367 | — — 41.98 | — 2,340,000 1,560,000 | | Joseph R. Martinetto | 1/29/2020 3/2/2020 3/2/2020 | — 1/29/2020 1/29/2020 | 813,750 — — | 1,627,500 — — | 3,255,000 — — | — — — | — 47,783 — | — 95,566 — | — — 111,973 | — — 41.98 | — 1,950,000 1,300,000 | | Jonathan M. Craig | 1/29/2020 3/2/2020 3/2/2020 | — 1/29/2020 1/29/2020 | 691,666 — — | 1,383,333 — — | 2,766,666 — — | — — — | — 35,286 — | — 70,572 — | — — 82,688 | — — 41.98 | — 1,440,000 960,000 |

  110. 2020 GRANTS OF PLAN-BASED AWARDS TABLE

    | (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. |

  111. 2020 GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) These columns show, for the January 29, 2020 grant date for each named executive officer, the range of possible payouts for annual cash incentive awards granted in 2020 under the Corporate Executive Bonus Plan. The actual annual cash incentive awards paid for 2020 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. |

  112. 2020 GRANTS OF PLAN-BASED AWARDS TABLE

    | (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 ROTCE divided by COE for the three-year performance period ending December 31, 2022 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. |

  113. 2020 GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) 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. |

  114. 2020 GRANTS OF PLAN-BASED AWARDS TABLE

    | (5) Represents the grant date fair value of each equity award as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For the option awards approved on January 29, 2020 with a grant date of March 2, 2020, 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 2, 2020 was $11.61. 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 2, 2020, which was $40.81. |

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

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

  116. 2020 TERMINATION AND CHANGE IN CONTROL BENEFITS TABLE

    | (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, 2020). |

  117. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

  118. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS of STOCK THAT HAVE NOT VESTED (#) | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(1) ($) | 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 VESTED(1) ($) | | Walter W. Bettinger II | 36,501 33,770 451,264 464,629 243,693 142,948 101,296 | 81,231 142,948 303,891 361,758(2) (3) (4) (5) | 27.45 28.44 30.17 26.39 42.99 52.05 46.81 41.98 | 8/1/2024 11/3/2024 3/2/2025 3/1/2026 3/1/2027 3/1/2028 3/1/2029 3/2/2030 | 97,047(8) | | 5,147,373 | 261,281(9)(10) | 13,858,344 | | Peter B. Crawford | 27,500 17,292 14,963 22,910 29,977 21,502 8,393 15,883 12,662 | 7,168 2,798 15,884 37,987 51,680(2) (6) (3) (4) (5) | 13.64 23.12 28.44 34.70 26.39 42.99 39.70 52.05 46.81 41.98 | 11/1/2022 11/1/2023 11/3/2024 8/3/2025 3/1/2026 3/1/2027 6/1/2027 3/1/2028 3/1/2029 3/2/2030 | 11,581(8) | ,11 | 614,256 | 35,418(9)(10) | 1,878,571 | | Charles R. Schwab | 126,812 147,992 165,877 123,967 156,658 150,000 121,066 77,640 72,047 71,226 67,386 62,345 180,506 179,857 94,610 54,797 37,479 | 31,537 54,797 112,440 134,367(2) (3) (4) (5) | 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 52.05 46.81 41.98 | 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 3/1/2028 3/1/2029 3/2/2030 | 37,702(8) | | 1,973,194 | 96,895(9)(10) | 5,139,311 |

  119. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS of STOCK THAT HAVE NOT VESTED (#) | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(1) ($) | 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 VESTED(1) ($) | | Joseph R. Martinetto | 38,820 36,024 35,613 33,693 31,173 105,295 30,121 119,905 57,339 35,737 12,303 32,921 | 19,114 35,737 12,304 98,765 111,973(2) (3) (7) (4) (5) | 22.67 23.12 25.86 27.45 28.44 30.17 31.44 26.39 42.99 52.05 50.41 46.81 41.98 | 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 3/1/2028 4/2/2028 3/1/2029 3/2/2030 | 32,595(8) | ,12 | 1,728,839 | 82,528(9)(10) | 4,377,285 | | Jonathan M. Craig | 3,814 10,508 17,807 16,847 15,587 51,144 59,953 28,670 19,854 6,562 21,779 | 9,557 19,854 6,562 65,337 82,688(2) (3) (7) (4) (5) | 22.67 23.12 25.86 27.45 28.44 30.17 26.39 42.99 52.05 50.41 46.81 41.98 | 8/1/2023 11/1/2023 3/3/2024 8/1/2024 11/3/2024 3/2/2025 3/1/2026 3/1/2027 3/1/2028 4/2/2028 3/1/2029 3/2/2030 | 17,924(8) | ,12 | 950,689 | 58,271(9)(10) | 3,090,694 |

  120. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | (1) Represents the market value of unvested RSUs or PBRSUs held as of December 31, 2020 based on the closing price of a share of common stock of $53.04 on December 31, 2020. |

  121. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | (2) 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. |

  122. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | (3) These non-qualified stock options were approved on January 25, 2018 under the 2013 Stock Incentive Plan with a grant date of March 1, 2018 and vest in four equal annual installments beginning on the first anniversary of the grant date. |

  123. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | (4) These non-qualified stock options were approved on January 30, 2019 under the 2013 Stock Incentive Plan with a grant date of March 1, 2019 and vest in four equal annual installments beginning on the first anniversary of the grant date. |

  124. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | (5) These non-qualified stock options were approved on January 29, 2020 under the 2013 Stock Incentive Plan with a grant date of March 2, 2020 and vest in four equal annual installments beginning on the first anniversary of the grant date. |

  125. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | (6) 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. |

  126. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | (7) These non-qualified stock options were approved on March 27, 2018 under the 2013 Stock Incentive Plan with a grant date of April 2, 2018 and vest in four equal annual installments beginning on the first anniversary of the grant date. |

  127. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | (8) Includes PBRSU awards that were approved on January 25, 2018 under the 2013 Stock Incentive Plan with a grant date of March 1, 2018 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. The shares underlying the PBRSU awards granted on March 1, 2018 were paid based on an achievement of performance goals of 113.2% as follows: |

  128. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | NAME | VESTING DATE | NUMBER OF UNITS | | Walter W. Bettinger II | 3/1/2021 | 97,047 | | Peter B. Crawford | 3/1/2021 | 10,783 | | Charles R. Schwab | 3/1/2021 | 37,202 | | Joseph R. Martinetto | 3/1/2021 | 24,262 | | Jonathan M. Craig | 3/1/2021 | 13,479 |

  129. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | (9) Includes PBRSU awards that were approved on January 30, 2019 under the 2013 Stock Incentive Plan with a grant date of March 1, 2019 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%, future vesting for the PBRSUs is as follows: |

  130. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | NAME | VESTING DATE | NUMBER OF UNITS | | Walter W. Bettinger II | 3/1/2022 | 106,907 | | Peter B. Crawford | 3/1/2022 | 13,364 | | Charles R. Schwab | 3/1/2022 | 39,556 | | Joseph R. Martinetto | 3/1/2022 | 34,745 | | Jonathan M. Craig | 3/1/2022 | 22,985 |

  131. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | (10) Includes PBRSU awards that were approved on January 29, 2020 under the 2013 Stock Incentive Plan with a grant date of March 2, 2020 and vest 100% on the third anniversary of the grant date, provided a performance goal based on ROTCE divided by COE for the three-year performance period preceding the vesting date is met. |

  132. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | 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%, future vesting for the PBRSUs is as follows: |

  133. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | NAME | VESTING DATE | NUMBER OF UNITS | | Walter W. Bettinger II | 3/2/2023 | 154,374 | | Peter B. Crawford | 3/2/2023 | 22,054 | | Charles R. Schwab | 3/2/2023 | 57,339 | | Joseph R. Martinetto | 3/2/2023 | 47,783 | | Jonathan M. Craig | 3/2/2023 | 35,286 |

  134. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | (11) Includes time-based RSUs that 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: |

  135. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | NAME | VESTING DATE | NUMBER OF UNITS | | Peter B. Crawford | 6/1/2021 | 798 |

  136. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | (12) Includes PBRSU awards that were approved on March 27, 2018 under the 2013 Stock Incentive Plan with a grant date of April 2, 2018 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. The shares underlying the PBRSU awards granted on April 2, 2018 were paid based on an achievement of performance goals of 113.2% as follows: |

  137. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020

    | NAME | VESTING DATE | NUMBER OF UNITS | | Joseph R. Martinetto | 4/2/2021 | 8,333 | | Jonathan M. Craig | 4/2/2021 | 4,445 |

  138. 2020 OPTION EXERCISES AND STOCK VESTED TABLE

    2020 OPTION EXERCISES AND STOCK VESTED TABLE

  139. 2020 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 | — | — | 100,985 | 4,121,198 | | Peter B. Crawford | 8,292 | 256,953 | 9,708 | 392,573 | | Charles R. Schwab | 375,048 | 8,752,938 | 39,206 | 1,599,997 | | Joseph R. Martinetto | — | — | 23,762 | 969,727 | | Jonathan M. Craig | 32,889 | 1,011,389 | 11,881 | 484,864 |

  140. 2020 OPTION EXERCISES AND STOCK VESTED TABLE

    | (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 |

  141. 2020 OPTION EXERCISES AND STOCK VESTED TABLE

    | 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. |

  142. 2020 OPTION EXERCISES AND STOCK VESTED TABLE

    | (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. |

  143. 2020 NONQUALIFIED DEFERRED COMPENSATION TABLE

    2020 NONQUALIFIED DEFERRED COMPENSATION TABLE

  144. 2020 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | NAME(1) | PLAN | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR(2)($) | AGGREGATE EARNINGS IN LAST FISCAL YEAR(3) ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FISCAL YEAR-END ($) | | Walter W. Bettinger II | DCP2 | — | 109,941 | — | 20,929,224(4) | | Peter B. Crawford | DCP2 | — | 314,143 | — | 2,495,402 | | Charles R. Schwab | DCP1 | — | 4,545,468 | — | 33,361,429(5) | | Jonathan M. Craig | DCP2 | — | 240,791 | — | 1,534,414 |

  145. 2020 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (1) Mr. Schwab participates in The Charles Schwab Corporation Deferred Compensation Plan I (DCP1) only, and Mr. Bettinger, Mr. Crawford, and Mr. Craig participate in The Charles Schwab Corporation Deferred Compensation Plan II (DCP2) only. No named executive officers participating in the deferred compensation plans made contributions to the deferred compensation plans in 2020. Mr. Martinetto did not participate in the company’s deferred compensation plans. |

  146. 2020 NONQUALIFIED DEFERRED COMPENSATION TABLE

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

  147. 2020 NONQUALIFIED DEFERRED COMPENSATION TABLE

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

  148. 2020 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (4) For Mr. Bettinger, includes executive contributions of $19,746,990 of compensation previously reported as compensation to Mr. Bettinger in the Summary Compensation Table for prior years (2014 – 2017) and aggregate plan earnings of $1,182,234. |

  149. 2020 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (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 $26,848,291. |

  150. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    | (2) Shares that can be acquired through stock option exercises within 60 days of March 15, 2021. |