DEF 14A of Schwab Charles Corp, Apr 5, 2024

DEF 14A of Schwab Charles Corp

Filed Apr 5, 2024 · FY20230001193125-24-087883

Open on EDGAR

  1. The Charles Schwab Corporation

    | 2023 Option Exercises and Stock Vested Table | 66 | | 2023 Nonqualified Deferred Compensation Table | 66 | | 2023 CEO Pay Ratio | 67 | | Pay Versus Performance | 68 | | Securities Authorized for Issuance Under Equity Compensation Plans | 70 | | Security Ownership of Certain Beneficial Owners and Management | 71 | | Transactions With Related Persons | 73 | | Proposals Four, Five, and Six: Stockholder Proposals | 76 | | Voting Procedures and Other Information | 86 | | Appendix A: Non-GAAP Financial Measures | A-1 |

  2. Director Nominees

    Director Nominees We ask that you vote for the election of Walter W. Bettinger II, Joan T. Dea, Christopher V. Dodds, 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.

  3. Director Nominees

    | Name | Age | Director Since | Occupation | Skills | Independent | Committees | | Walter W. Bettinger II | 63 | 2008 | Co-Chairman and Chief Executive Officer, The Charles Schwab Corporation | Financial services expertise and leadership experience | | | | Joan T. Dea | 60 | 2017 | Founder and Managing Director, Beckwith Investments LLC | Investment and consulting expertise, strategic planning, and leadership experience | | Compensation, Nominating and Corporate Governance | | Christopher V. Dodds | 64 | 2014 | Co-Founder and Managing Member, Crown Oak Advisors LLC | Leadership skills, knowledge of the financial service industry, and financial and accounting experience | | Risk | | Bharat B. Masrani | 67 | 2020 | Group President and Chief Executive Officer, The Toronto-Dominion Bank | Financial services expertise and international business and leadership experience | | Risk | | Charles A. Ruffel | 68 | 2018 | Managing Partner, Kudu Investment Management, LLC | Financial services and asset management expertise and leadership experience | | Risk |

  4. Director Nominees

    | 2 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  5. 2023 Summary Compensation

    | Name and Principal Position | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Walter W. Bettinger II Chief Executive Officer and Co-Chairman | 1,500,000 | — | 10,950,019 | 7,300,015 | 4,104,000 | 17,710 | 23,871,744 | | Peter B. Crawford Managing Director and Chief Financial Officer | 721,154 | — | 1,920,002 | 1,280,010 | 1,052,308 | 17,465 | 4,990,939 | | Joseph R. Martinetto Managing Director and Chief Operating Officer | 921,154 | — | 3,720,042 | 2,480,020 | 2,016,222 | 17,614 | 9,155,052 | | Richard A. Wurster President | 984,615 | — | 4,800,004 | 3,200,004 | 2,155,126 | 17,614 | 11,157,363 | | Charles R. Schwab Co-Chairman | 884,616 | — | 3,000,041 | 2,000,016 | 1,613,539 | 17,518 | 7,515,730 |

  6. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors

  7. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2015 AGE AT ANNUAL MEETING: 68 INDEPENDENT DIRECTOR COMMITTEES Audit | John K. Adams, Jr. | | | | Mr. Adams is a former Managing Director in the Financial Institutions Group at UBS Investment Bank (UBS), a financial services firm, where he served 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 (CSB), since 2015. He served as a member of the Board of Directors of Navient Corporation, a financial services company that services and collects student loans, from 2014 to 2018. Mr. Adams’ term expires in 2025. 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 Environmental, Social, and Governance |

  8. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 15 |

  9. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2008 AGE AT ANNUAL MEETING: 63 | Walter W. Bettinger II | | | | Mr. Bettinger has served as Chief Executive Officer of the company and a member of the board since 2008. He has served as Co-Chairman since 2022 and served as President of the company from 2008 until 2021. He also serves as Co-Chairman of CSB 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 managed by an affiliate of the company. He also served as Chief Operating Officer from 2007 until 2008, 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 more than 40 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 Co-Chairman (2022-present) Chief Executive Officer (2008-present) President (2008-2021) 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 Environmental, Social, and Governance |

  10. Director Nominees and Continuing Directors

    | 16 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  11. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2020 AGE AT ANNUAL MEETING: 65 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 (SunGard), 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 LLC, she was the Chief Executive Officer of the Securities Industry Automation Corporation, a technical services company and subsidiary of the NYSE. 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 member of the Board of Directors of CSB since 2021. She has served as a member of the Boards of Directors of Northrop Grumman Corporation, an aerospace and defense technology company, since 2015, and Akamai Technologies, Inc., a cybersecurity company, since 2020. Ms. Brown also served on the Board of Directors of VMware, Inc. (VMware), a software and cloud computing company, from 2019 to November 2023, when VMware was acquired by Broadcom Inc. She has served on the Board of Directors of International Business Machines Corporation (IBM), a global technology company, since December 2023. Ms. Brown’s term expires in 2026. 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 |

  12. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 17 |

  13. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2017 AGE AT ANNUAL MEETING: 60 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 CSB since 2011 and Cineplex Inc., a diversified media company, since 2006. She served as a member of the Board of Directors of Performance Sports Group, a sports equipment and apparel company, from 2015 to 2017 and Torstar Corporation, a media company, 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 Environmental, Social, and Governance |

  14. Director Nominees and Continuing Directors

    | 18 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  15. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2014 AGE AT ANNUAL MEETING: 64 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 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 company, including Executive Vice President and Chief Financial Officer. He has served as a member of the Board of Directors of CSB since 2007. He served as a member of the Board of Directors of Investment Technology Group, Inc., a brokerage and financial markets technology company, 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. He has deep knowledge of the company and its business, having served as its Chief Financial Officer from 1999 until 2007, and as a member of the Board of Directors of CSB 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 |

  16. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 19 |

  17. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2012 AGE AT ANNUAL MEETING: 61 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, he served as Chief Executive Officer of Asurion, LLC (Asurion), a provider of consumer technology protection services, from 2012 through 2015. Prior to Asurion, Mr. Ellis served as Worldwide Managing Director of Bain & Company (Bain), 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., a cosmetics company, in 2019. Mr. Ellis’ term expires in 2025. 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, Chief Executive Officer of Asurion, and as a Managing Partner at TPG. | | | | CAREER EXPERIENCE TPG Managing Partner (2015-present) Asurion, LLC Chief Executive Officer (2012-2015) Bain & Company Worldwide Managing Director (2005-2012) | QUALIFICATIONS Public Company Board Financial Services Asset Management Strategic Planning Finance Business Operations International Business Academia Environmental, Social, and Governance |

  18. Director Nominees and Continuing Directors

    | 20 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  19. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 1996 AGE AT ANNUAL MEETING: 81 INDEPENDENT DIRECTOR COMMITTEES Compensation Nominating and Corporate Governance | Frank C. Herringer | | | | Mr. Herringer is the former Chairman of the Board and Chief Executive Officer of Transamerica, 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. (AEGON). From the date of the acquisition until 2000, Mr. Herringer served on the Executive Board of AEGON and as Chairman of the Board of AEGON USA, Inc. Mr. Herringer served as a member of the Board of Directors of Transamerica 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 2026. 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 Business Operations Finance Regulatory Risk Management Government Service Environmental, Social, and Governance |

  20. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 21 |

  21. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2020 AGE AT ANNUAL MEETING: 76 INDEPENDENT DIRECTOR COMMITTEES Compensation | Brian M. Levitt | | | | Mr. Levitt served as the Board Chair of The Toronto-Dominion Bank (TD Bank), a Canadian chartered bank, from 2011 to February 2024, and has been a director since 2008. Mr. Levitt has announced his retirement from the Board of Directors of TD Bank effective as of April 18, 2024. He also served as a member of the Board of Directors of TD Ameritrade Holding Corporation (TD Ameritrade) from 2016 to 2020. Mr. Levitt previously served as President and then Chief Executive Officer of Imasco Limited, a 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 served as a member of the Board of Directors of Xebec Adsorption Inc., a clean energy company, since 2021. He also served as a member of the Board of Directors of Domtar Corporation, a paper manufacturing company, from 2007 to 2021, 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 2025. 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 (2011-2024) Osler, Hoskin & Harcourt LLP Partner (2001-2015) Imasco Limited President and Chief Executive Officer (1991-2000) | QUALIFICATIONS Public Company Executive Public Company Board Financial Services Banking Strategic Planning Finance Business Operations Regulatory Risk Management International Business Environmental, Social, and Governance |

  22. Director Nominees and Continuing Directors

    | 22 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  23. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2020 AGE AT ANNUAL MEETING: 61 INDEPENDENT DIRECTOR COMMITTEES Audit | Gerri K. Martin-Flickinger | | | | Ms. Martin-Flickinger is a former Executive Vice President and Chief Technology Officer of Starbucks Corporation (Starbucks), a coffeehouse chain and coffee roasting company, where she served from 2015 to 2021. Prior to joining Starbucks in 2015, Ms. Martin-Flickinger served as Senior Vice President and Chief Information Officer of Adobe Inc. (Adobe), 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. (VeriSign), Network Associates, Inc. (Network Associates), and McAfee Associates, Inc. (McAfee). She began her career at Chevron Corporation, where she held several senior positions. Ms. Martin-Flickinger served as a member of the Board of Directors of Tableau Software, Inc., a computer software company, from 2018 to 2019. Ms. Martin-Flickinger’s term expires in 2026. 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 McAfee, and public company board experience with Tableau Software. | | | | CAREER EXPERIENCE Starbucks Corporation Executive Vice President and Chief Technology Officer (2015-2021) 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 |

  24. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 23 |

  25. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2020 AGE AT ANNUAL MEETING: 67 COMMITTEES Risk | Bharat B. Masrani | | | | Mr. Masrani has served as Group President and Chief Executive Officer of TD 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. Mr. Masrani has served as a member of the Board of Directors of TD Bank since 2014. He has served as a member of the Board of Directors 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 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 Environmental, Social, and Governance |

  26. Director Nominees and Continuing Directors

    | 24 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  27. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2020 AGE AT ANNUAL MEETING: 54 INDEPENDENT DIRECTOR COMMITTEES Audit | Todd M. Ricketts | | | | Mr. Ricketts served as a member of the Board of Directors of TD Ameritrade, 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 member of the Board of Directors of CSB since 2023. Mr. Ricketts has also served as a member of the Board of Directors of the parent company of the Chicago Cubs, Chicago Baseball Holdings, LLC, since 2009. Mr. Ricketts’ term expires in 2026. 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 Environmental, Social, and Governance |

  28. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 25 |

  29. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2018 AGE AT ANNUAL MEETING: 68 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 CSB 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 Environmental, Social, and Governance |

  30. Director Nominees and Continuing Directors

    | 26 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  31. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2009 AGE AT ANNUAL MEETING: 69 INDEPENDENT DIRECTOR COMMITTEES Nominating and Corporate Governance Risk | Arun Sarin | | | | Mr. Sarin served as Chief Executive Officer of Vodafone Group Plc (Vodafone), 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. (AirTouch), a wireless telecommunications company, which was spun off from Pacific Telesis Group in 1994. He was appointed President and Chief Operating Officer of AirTouch in 1997. In 1999, Mr. Sarin was appointed Chief Executive Officer of Vodafone’s US/AsiaPacific region. He left Vodafone in 2000 to become Chief Executive Officer of Infospace, Inc., an information technology company. From 2002 until 2003, he served as Chief Executive Officer of Accel-KKR Telecom, a private equity firm. He served as a non-executive director of the Court of the Bank of England from 2005 until 2009. 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, and Chairman of the Board of Trepont Acquisition Corp I, a special purpose acquisition company, from 2020 to 2022. 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 Board of Cerence Inc., an automotive software company, and as a member of the Board of Directors of Ola Electric Mobility Limited, an electric vehicle company, since 2019. Mr. Sarin’s term expires in 2025. 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 and Chief Executive Officer of Vodafone. He brings insights to the board from his service on other public company boards. | | | | CAREER EXPERIENCE Trepont Acquisition Corp I Chairman (2020-2022) 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 Environmental, Social, and Governance |

  32. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 27 |

  33. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 1986 AGE AT ANNUAL MEETING: 86 | Charles R. Schwab | | | | Mr. Schwab has served as a director of the company since its incorporation in 1986, having served as Co-Chairman since 2022 and as Chairman from 1986 to 2022. 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. (CS&Co) in 1971 and served as its Chief Executive Officer from 2004 until 2008. Mr. Schwab served as Chairman and trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, and Laudus Trust, all registered investment companies, through 2015. Mr. Schwab is the father of Carolyn Schwab-Pomerantz, a member of the Company’s board. Mr. Schwab’s term expires in 2025. Mr. Schwab is the founder of the company, was the Chief Executive Officer of the company, and has been the Chairman or Co-Chairman since its inception. His vision continues to drive the company’s growth. | | | | CAREER EXPERIENCE The Charles Schwab Corporation Co-Chairman (2022-present) Chairman (1986-2022) 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 Environmental, Social, and Governance |

  34. Director Nominees and Continuing Directors

    | 28 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  35. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2022 AGE AT ANNUAL MEETING: 64 COMMITTEES Risk | Carolyn Schwab-Pomerantz | | | | Ms. Schwab-Pomerantz was employed by CS&Co for 40 years. She served as Managing Director, Consumer Education of CS&Co from 2022 to 2023 and served as Senior Vice President, Consumer Education of CS&Co from 2005 to 2022. Ms. Schwab-Pomerantz also served as President of Charles Schwab Foundation, the Company’s charitable foundation, from 2002 to 2023, and as Chair of Charles Schwab Foundation from 2014 to 2023. She also served as Chair of Schwab Charitable Fund, a donor-advised fund, from 2012 to 2023, and as Chair of the Board of Governors for Boys & Girls Clubs of America, a nonprofit corporation, from 2021 to 2022 (and has served as Chair Emeritus since 2023). Ms. Schwab-Pomerantz is the daughter of the company’s Co-Chairman and founder Charles R. Schwab. Ms. Schwab-Pomerantz’s term expires in 2026. Ms. Schwab-Pomerantz has significant financial services and environmental, social, and governance experience, having served in a senior role overseeing consumer education with the company from 2005 to 2023 and including through her roles with Charles Schwab Foundation, Schwab Charitable Fund, and Boys & Girls Clubs of America. | | | | CAREER EXPERIENCE Charles Schwab Foundation Chair (2004-2023) President (2002-2023) Charles Schwab & Co., Inc. Managing Director – Consumer Education (2022-2023) Senior Vice President – Consumer Education (2005-2022) | QUALIFICATIONS Financial Services Brokerage/Investment Banking Strategic Planning Finance Marketing Risk Management Government Service Environmental, Social, and Governance |

  36. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 29 |

  37. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2002 AGE AT ANNUAL MEETING: 76 INDEPENDENT DIRECTOR COMMITTEES Compensation | Paula A. Sneed | | | | Ms. Sneed is Chairman and Chief Executive Officer of Phelps Prescott Group, LLC (Phelps Prescott), a strategy and management consulting firm. She served as Executive Vice President, Global Marketing Resources and Initiatives, of Kraft Foods, Inc. (Kraft), 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, from 2000 until 2004. She joined General Foods Corporation (which later merged with Kraft) 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 served as a member of the Board of Directors of Berry Global Group, Inc., a package manufacturing company, from 2018 to 2022; 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; and as a member of the Board of Directors of Airgas, Inc. from 1999 to 2016. Ms. Sneed’s term expires in 2025. 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, and as Chairman and Chief Executive Officer of Phelps Prescott. 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 Environmental, Social, and Governance |

  38. Director Nominees and Continuing Directors

    | 30 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  39. Director Compensation

    Director Compensation The Compensation Committee reviews, approves, and establishes guidelines for the compensation of directors, including appropriate levels of compensation for service on board committees. In 2023, the Compensation Committee conducted a review of non-employee director compensation with input from its outside consultant, Semler Brossy Consulting Group LLC (Semler Brossy). This review included a comparison to the company’s peer group. Based on this review and upon recommendation by the Compensation Committee, the board did not approve any changes to either the annual cash or annual equity retainers for committee Chairs and members. Mr. Schwab and Mr. Bettinger, who are employed by the company, receive no additional compensation for their service as directors, and Ms. Schwab-Pomerantz received no additional compensation for her service as director during the period in which she was employed by the company.

  40. Director Compensation

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 31 |

  41. 2023 Director Compensation Table

    2023 Director Compensation Table

  42. 2023 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) ($) | All Other Compensation ($) | Total ($) | | John K. Adams, Jr. | 185,000 | — | 129,037 | 86,003 | — | 400,040 | | Marianne C. Brown | 35,000 | 120,000 | 129,037 | 86,003 | — | 370,040 | | Joan T. Dea | 165,000 | — | 129,037 | 86,003 | — | 380,040 | | Christopher V. Dodds | 185,000 | — | 129,037 | 86,003 | — | 400,040 | | Stephen A. Ellis | — | 135,000 | 129,037 | 86,003 | — | 350,040 | | Mark A. Goldfarb | 155,000 | — | 129,037 | 86,003 | — | 370,040 | | William S. Haraf(6) | 77,500 | — | — | — | — | 77,500 | | Frank C. Herringer | — | 165,000 | 129,037 | 86,003 | — | 380,040 | | Brian M. Levitt | 115,000 | — | 129,037 | 86,003 | — | 330,040 | | Gerri K. Martin-Flickinger | 120,000 | — | 129,037 | 86,003 | — | 335,040 | | Bharat B. Masrani | — | 120,000 | 129,037 | 86,003 | — | 335,040 | | Todd M. Ricketts | 137,500 | — | 129,037 | 86,003 | — | 352,540 | | Charles A. Ruffel | 35,000 | 120,000 | 129,037 | 86,003 | — | 370,040 | | Arun Sarin | 135,000 | — | 129,037 | 86,003 | — | 350,040 | | Carolyn Schwab-Pomerantz(7) | 60,000 | — | — | — | 612,400 | 672,400 | | Paula A. Sneed | 150,000 | — | 129,037 | 86,003 | — | 365,040 |

  43. 2023 Director Compensation Table

    | (1) This column shows cash amounts earned for retainers. For Mr. Adams, Ms. Brown, Ms. Dea, Mr. Dodds, Mr. Goldfarb, Mr. Haraf, Mr. Ricketts, and Mr. Ruffel, the amounts in this column include their cash retainers for service on the Board of Directors of CSB. |

  44. 2023 Director Compensation Table

    | (2) This column shows the dollar amount of retainers deferred into RSUs or options under the DCP2. The corresponding RSUs or options were as follows: 2,030 RSUs for Ms. Brown; 7,821 options for Mr. Ellis; 2,790 RSUs for Mr. Herringer; 2,030 RSUs for Mr. Masrani; and 6,952 options for Mr. Ruffel. |

  45. 2023 Director Compensation Table

    | (3) The amounts shown in this column represent the grant date fair value of the RSU award. In 2023, non-employee directors who served the full year received an automatic grant of RSUs with a grant date fair value of $129,037. |

  46. 2023 Director Compensation Table

    | (4) The amounts shown in this column represent the grant date fair value of the stock option award. In 2023, non-employee directors who served the full year received an automatic grant of stock options with a grant date fair value of $86,003. |

  47. 2023 Director Compensation Table

    | 34 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  48. 2023 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, 2023. This includes stock options and RSUs acquired under the DCP2. |

  49. 2023 Director Compensation Table

    | Name | Stock Option Awards | Restricted Stock Unit Awards | | John K. Adams, Jr. | 57,801 | 5,567 | | Marianne C. Brown | 17,663 | 8,432 | | Joan T. Dea | 35,875 | 5,567 | | Christopher V. Dodds | 23,841 | 5,567 | | Stephen A. Ellis | 129,642 | 15,713 | | Mark A. Goldfarb | 42,100 | 5,567 | | Frank C. Herringer | 69,025 | 151,010 | | Brian M. Levitt | 15,800 | 5,567 | | Gerri K. Martin-Flickinger | 17,663 | 5,567 | | Bharat B. Masrani | 15,800 | 11,062 | | Todd M. Ricketts | 15,800 | 5,567 | | Charles A. Ruffel | 58,561 | 5,567 | | Arun Sarin | 63,525 | 5,567 | | Carolyn Schwab-Pomerantz | 37,428 | — | | Paula A. Sneed | 21,212 | 55,994 |

  50. 2023 Director Compensation Table

    | (6) Mr. Haraf did not stand for re-election as a director at the 2023 annual meeting, and his service on the board ended on May 18, 2023. |

  51. 2023 Director Compensation Table

    | (7) The amount shown for Ms. Schwab-Pomerantz includes compensation received in connection with her former employment with CS&Co. She received no additional compensation for her service as director during the period in which she was employed by the company. In addition to cash retainer and meeting fees, Ms. Schwab-Pomerantz’s total compensation in 2023 includes $164,387 in base salary; $145,205 under the Corporate Executive Bonus Plan (the CEBP), a non-equity incentive plan compensation; $240,000 in RSU awards granted to Ms. Schwab-Pomerantz during her tenure as and in her capacity as an employee of the company; and $62,808 in other compensation. |

  52. 2023 Director Compensation Table

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 35 |

  53. 2023 Director Compensation Table

    | | PROPOSAL TWO: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS |

  54. 2023 Director Compensation Table

    The Audit Committee has the sole authority to appoint, retain, and terminate the independent auditors. The independent auditors report directly to the Audit Committee, and the Audit Committee is directly responsible for oversight of the work of the independent auditors. The Audit Committee oversees fees paid to the independent auditors and pre-approves all audit, internal control-related, and permitted non-audit services to be performed by the independent auditors. The Audit Committee conducts a comprehensive annual evaluation of the independent auditor’s qualifications, performance, and independence (including assessing non-audit fees and services). The Audit Committee takes into account the insight provided to the Audit Committee and the quality of information provided on accounting issues, auditing issues, and regulatory developments. The Audit Committee also considers whether, in order to ensure continuing auditor independence, there should be periodic rotation and selection of the lead audit partner and rotation of the audit firm itself, taking into consideration the advisability and potential costs and impact of selecting a different firm. The Audit Committee has selected Deloitte as the company’s independent registered public accounting firm for the 2024 fiscal year. Deloitte has served in this capacity since the company’s inception. The Audit Committee evaluated Deloitte’s institutional knowledge and experience, quality of service, sufficiency of resources, and quality of the team’s communications and interactions, as well as the team’s objectivity and professionalism. As a result, the Audit Committee and the board believe that the retention of Deloitte for the 2024 fiscal year is in the best interests of the company and its stockholders. Although we are not required to submit the selection of the independent auditors to stockholders, we are asking for your ratification as part of the Audit Committee’s evaluation process of the independent registered public accounting firm for the next fiscal year. We expect representatives of Deloitte to attend the annual meeting, where they will respond to appropriate questions from stockholders and have the opportunity to make a statement.

  55. Company Strategy

    Company Strategy The company’s strategy emphasizes placing clients’ perspectives, needs, and desires at the forefront by seeing the 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:

  56. Overview of the Executive Compensation Program

    | | Short- and Long-Term Incentives. Both short- and long-term incentive plans, designed to balance sound short-term decision-making with the creation of long-term stockholder value. |

  57. Overview of the Executive Compensation Program

    | | Equity Awards. A combination of stock options and PBRSUs align executives’ interests with the creation of long-term stockholder value. |

  58. Overview of the Executive Compensation Program

    | | Vesting Periods. Stock options vest annually over a four-year period and PBRSUs vest on the third anniversary of grant based on achieved performance results. |

  59. Overview of the Executive Compensation Program

    | | Market-Based Analysis. Executive compensation and related practices are regularly evaluated against select peer companies and the broader market to maintain the competitiveness of the company’s executive compensation program. |

  60. Overview of the Executive Compensation Program

    | * Pay mix is based on amounts in the 2023 SCT. The annual cash incentive is the amount reported for the CEBP under Non-Equity Incentive Plan Compensation in the 2023 SCT. Stock awards are the amounts reported in the 2023 SCT for PBRSUs. |

  61. Key Executive Compensation Decisions for 2023

    | ◾ | assessed the competitiveness of executive compensation using peer group data, and based on such assessment, increased executives’ total direct compensation; |

  62. Key Executive Compensation Decisions for 2023

    | ◾ | continued to select adjusted diluted EPS as the performance measure for the CEBP so that executives’ short-term actions around operating performance and capital structure support long-term profitability; |

  63. Key Executive Compensation Decisions for 2023

    | ◾ | approved annual cash incentive funding under the CEBP of 72.96% of the target set by the Compensation Committee, based on the company’s financial performance; |

  64. Key Executive Compensation Decisions for 2023

    | ◾ | continued to award a mix of LTI comprising 60% PBRSUs and 40% stock options; |

  65. Key Executive Compensation Decisions for 2023

    | ◾ | continued to award PBRSUs with cliff vesting and a three-year performance period to ensure executives’ continued focus on long-term performance; |

  66. Key Executive Compensation Decisions for 2023

    | ◾ | introduced a threshold level of performance into the PBRSU design that will provide a payout of 50% of the target when a minimum level of performance is achieved; the addition of a threshold is in line with competitive practice and provides a below target award opportunity in the event of positive performance that does not meet the target level; and |

  67. Key Executive Compensation Decisions for 2023

    | ◾ | approved payout under the PBRSUs vesting based on the three-year performance period ended December 31, 2023 (the 2021 PBRSU awards) at 200.00% of target based on the company’s financial performance as measured by ROTCE divided by COE for the three-year performance period from January 1, 2021 through December 31, 2023. |

  68. Summary of the Executive Compensation Program

    | | Element of Compensation | | | | | Fixed | Variable | | | | Base Salary | Annual Cash Incentives | Long-Term Incentives (Schwab Stock) | | Objective | Provides a fixed level of compensation | Aligns pay with both individual and company performance | Aligns pay with long-term value creation | | Design Principle | | | | | Pay for Performance | | | | | ◾ Reward NEOs for individual performance | | | | | ◾ Link pay with company financial performance | | | | | Stockholder Value Creation | | | | | ◾ Promote profitable growth that delivers on the annual and long-term operating plan | | | | | ◾ Attract, retain, and reward talented executives | | | | | Risk Management | | | | | ◾ Create appropriate balance of risk and reward | | | | | ◾ Ensure effective governance and risk management practices are in place | | | |

  69. Compensation Planning and the Decision-Making Process

    | ◾ | recommendations from Mr. Schwab and the Chief Executive Officer regarding performance criteria for annual and long-term incentives, developed in consultation with the Head of Human Resources; |

  70. Compensation Planning and the Decision-Making Process

    | ◾ | advice from the Chief Financial Officer regarding performance criteria and goals for annual and long-term incentives; |

  71. Compensation Planning and the Decision-Making Process

    | ◾ | competitive pay analysis prepared by Semler Brossy and the company’s Human Resources Department with data from peer company proxy statements, the McLagan 2022 Global Financial Services Executive Management Survey, and the McLagan 2022 US Asset Management Retirement Plan Services Survey; |

  72. 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); and |

  73. Compensation Planning and the Decision-Making Process

    | ◾ | the value and vesting schedule of outstanding long-term awards. |

  74. Peer Group

    Peer Group The Compensation Committee uses a peer group as a market reference point for plan design, assessment of the competitiveness of the executive compensation program, and when making pay decisions for executives and non-employee directors. Potential peers are selected from a broad group of companies in select industries based on an evaluation of the following factors:

  75. Peer Group

    | ◾ | quantitative: revenue; market capitalization; and number of employees; and |

  76. Peer Group

    | ◾ | qualitative: business model; geographic coverage; and competition for customers and/or employees. |

  77. Peer Group

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 45 |

  78. Peer Group

    There are a limited number of companies comparable to Schwab in terms of business model and geographical coverage. The goal is to create a balanced composition 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 Compensation Committee reviews the peer group annually to ensure that it remains relevant as a market reference tool. Modifications are made as necessary to reflect changes within the company, among peers, or within the industry. For 2023, the Compensation Committee reviewed the peer group based on the factors noted above and did not make any changes. The peer group used for compensation analyses for 2023 was:

  79. Peer Group

    | Asset Management | 6 Peers | | ◾ Ameriprise Financial ◾ Blackrock, Inc. ◾ Franklin Resources | ◾ Goldman Sachs ◾ Northern Trust ◾ T. Rowe Price Group |

  80. Peer Group

    | Brokerage | 4 Peers | | ◾ Fidelity Investments ◾ LPL Financial Holdings | ◾ Morgan Stanley ◾ Raymond James Financial |

  81. Peer Group

    | Banking | 4 Peers | | ◾ Fifth Third Bancorp ◾ PNC Financial Services Group, Inc. | ◾ Truist Financial ◾ U.S. Bancorp |

  82. Peer Group

    | Custody and Processing | 6 Peers | | ◾ Bank of New York Mellon ◾ Discover Financial Services ◾ Mastercard, Inc. | ◾ PayPal ◾ State Street ◾ Visa, Inc. |

  83. Compensation Consultant

    Compensation Consultant Under its charter, the Compensation Committee is authorized to retain the services of an external compensation consultant to provide guidance and advice to the committee on all matters covered by its charter. Accordingly, the Compensation Committee engaged Semler Brossy and approved all the terms of the engagement. In 2023, Semler Brossy performed the following key actions:

  84. Compensation Consultant

    | ◾ | attended and participated in each Compensation Committee meeting held during 2023; |

  85. Compensation Consultant

    | ◾ | advised on market trends, competitive practices, and the peer group composition; |

  86. Compensation Consultant

    | ◾ | advised on compensation for the Chief Executive Officer, Mr. Schwab, and the other executive officers; |

  87. Compensation Consultant

    | ◾ | reviewed tally sheets, reflecting each executive officer’s total compensation and compensation mix; |

  88. Compensation Consultant

    | ◾ | provided an annual comparative review of the performance and executive pay levels for the company and its peer group; |

  89. Compensation Consultant

    | ◾ | reviewed the company’s annual cash incentive and LTI design against incentives used by peer group companies; and |

  90. Compensation Consultant

    | ◾ | advised on new regulations impacting the executive compensation program. |

  91. Compensation Consultant

    Semler Brossy was engaged by the Compensation Committee directly and does not provide other services to the company. To assess Semler Brossy’s independence, the Compensation Committee reviews information regarding potential conflicts of interest, including any other services Semler Brossy provides to the company, fees received from the company as a percentage of Semler Brossy’s 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. The annual independence assessment for 2023 did not identify any conflicts of interest or independence issues related to Semler Brossy’s services.

  92. Annual Cash Incentive

    Annual Cash Incentive Each NEO is eligible to earn an annual cash incentive pursuant to the CEBP, the intent of which is to reward executives for strong results during the performance year, in support of long-term value creation. In the first quarter of 2023, the Compensation Committee established the performance criterion for the CEBP, set performance goals, and approved a target bonus award, expressed as a percentage of base salary, for each NEO. The Compensation Committee chose to use adjusted diluted EPS as the performance criterion for the CEBP because it believes the measure provides a comprehensive assessment of the company’s profitability and focuses executives on operating performance and decisions around capital structure. As part of the CEBP, adjusted diluted EPS goals and payouts were established with a matrix of threshold, target, and maximum performance goals with potential payouts ranging from 0% to 200% of a target award. Awards would be paid out at 100% of target if the target adjusted diluted EPS goal set by the Compensation Committee, in alignment with the company’s 2023 financial plan approved by the board, was achieved. The matrix established both a threshold level of performance that was equal to 50% of the target adjusted diluted EPS goal and a maximum level of performance that was equal to 200% of the target adjusted diluted EPS goal. Payouts for adjusted diluted EPS results between threshold and target and between target and maximum levels would be interpolated. No payout would be made for performance below the threshold, and no additional payout would be made for performance above the maximum. When determining whether and the extent to which the performance goal has 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 funding levels.

  93. Annual Cash Incentive

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 47 |

  94. Annual Cash Incentive

    For 2023, the Compensation Committee approved the following threshold, target, and maximum performance goals for adjusted diluted EPS in line with the company’s 2023 financial plan approved by the board, and the following result was achieved:

  95. 2023 Annual Cash Incentive Performance Criterion and Result

    2023 Annual Cash Incentive Performance Criterion and Result

  96. 2023 Annual Cash Incentive Performance Criterion and Result

    | * For purposes of the CEBP, 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 (i) acquisition and integration-related costs, (ii) amortization of acquired intangible assets, and (iii) restructuring costs, as defined by the company’s Use of Non-GAAP Financial Measures Policy and supported by the company’s policy guidance defining acquisition and integration-related and restructuring costs. Adjusted diluted EPS is subject to further categories of adjustments and exclusions for unusual items approved by the Compensation Committee at the time the performance criterion was established. For a reconciliation of GAAP diluted EPS to non-GAAP adjusted diluted EPS, please see Appendix A beginning on page A-1. |

  97. 2023 Annual Cash Incentive Performance Criterion and Result

    In January 2024, the Compensation Committee reviewed performance, certified a funding level of 72.96% based on an adjusted diluted EPS result of $3.13, and determined that the company achieved these results while maintaining an appropriate risk profile. The Compensation Committee did not apply negative discretion to reduce the payout for the CEBP generally or with respect to any individual NEO. The Compensation Committee approved the following annual cash incentives for 2023:

  98. 2023 Annual Cash Incentive Performance Criterion and Result

    | Executive | 2023 Earned Salary | 2023 Target Annual Cash Incentive (%) | 2023 Target Annual Cash Incentive ($)* | 2023 Actual Annual Cash Incentive ($)** | | Walter W. Bettinger II | $1,500,000 | 375% | $5,625,000 | $4,104,000 | | Peter B. Crawford | $721,154 | 200% | $1,442,308 | $1,052,308 | | Joseph R. Martinetto | $921,154 | 300% | $2,763,462 | $2,016,222 | | Richard A. Wurster | $984,615 | 300% | $2,953,846 | $2,155,126 | | Charles R. Schwab | $884,616 | 250% | $2,211,539 | $1,613,539 |

  99. 2023 Annual Cash Incentive Performance Criterion and Result

    | * Target annual cash incentive equals base salary earned for 2023 multiplied by the target annual cash incentive percentage approved by the Compensation Committee for each NEO. |

  100. 2023 Annual Cash Incentive Performance Criterion and Result

    | ** Actual annual cash incentive equals target annual cash incentive for 2023 multiplied by the funding level of 72.96% for each NEO. |

  101. 2023 Annual Cash Incentive Performance Criterion and Result

    | 48 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  102. Long-Term Incentives

    Long-Term Incentives The Compensation Committee believes that LTIs align executives’ interests with the long-term interests of the company and its stockholders. For 2023, LTIs comprised 60% PBRSU grants and 40% stock option grants. In the first quarter of 2023, the Compensation Committee approved the following LTIs with a grant date of March 1, 2023 for the NEOs pursuant to the 2022 Stock Incentive Plan:

  103. Long-Term Incentives

    | Executive | 2023 PBRSUs ($) (60% of Award) | 2023 Stock Option ($) (40% of award) | 2023 Total LTI ($) | | Walter W. Bettinger II | $10,950,000 | $7,300,000 | $18,250,000 | | Peter B. Crawford | $1,920,000 | $1,280,000 | $3,200,000 | | Joseph R. Martinetto | $3,720,000 | $2,480,000 | $6,200,000 | | Richard A. Wurster | $4,800,000 | $3,200,000 | $8,000,000 | | Charles R. Schwab | $3,000,000 | $2,000,000 | $5,000,000 |

  104. Long-Term Incentives

    Mr. Bettinger’s 2023 LTI awards reflect an increase of $1,250,000 compared with his 2022 LTI awards. In approving this increase in January 2023, the Compensation Committee considered Mr. Bettinger’s success in creating a leadership team and maintaining its stability during the integration of recent acquisitions. The Compensation Committee also considered the size and scale of the company following recent acquisitions and the ongoing financial performance of the company, including with respect to adjusted diluted EPS and ROTCE. The Compensation Committee believes that Mr. Bettinger’s focus on serving clients, operating in a disciplined manner, and building a leadership team for the future have been key factors in the successful execution of the company’s strategy, and the increase in LTI value reinforces the importance of Mr. Bettinger’s leadership in the years to come. Stock Options – The Compensation Committee included stock options in the equity mix to ensure that a portion of the LTI program is growth-oriented and aligns executives’ incentives with the company’s stockholders and stock price. Stock options granted to NEOs in 2023 will vest 25% annually over four years. PBRSUs – The Compensation Committee includes PBRSUs in the equity mix to tie executives’ incentive opportunities to the results achieved on multi-year financial performance goals. For the 2023 PBRSU awards, the Compensation Committee approved a target performance goal based on the extent to which ROTCE, excluding Accumulated Other Comprehensive Income (AOCI), exceeds COE for a three-year performance period from January 1, 2023 through December 31, 2025. The Compensation Committee believes that ROTCE excluding AOCI and COE is appropriate for measuring long-term company performance 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 while excluding the impact of certain unrealized gains or losses. Executives will be able to earn between zero and 200% of the target award based on the company’s performance. PBRSU awards granted in 2023 will be earned according to the following matrix:

  105. Long-Term Incentives

    | PBRSU Performance Matrix | | | | | ROTCE Excluding AOCI* Divided by COE** Result | | | Payout % | | | < | 100% | 0% | | 100% | to | 199.9% | 50%-100% based on linear interpolation between threshold and target | | 200% | to | 600% | 100% | | >600% | to | 800% | 100%-200% based on linear interpolation between target and maximum | | >800% | > | | 200% |

  106. Long-Term Incentives

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 49 |

  107. Long-Term Incentives

    | * For 2023, ROTCE excluding AOCI is the simple average ROTCE excluding AOCI determined separately for each calendar year in the three-year performance period. ROTCE was defined as adjusted net income available to common stockholders for the calendar year divided by average tangible common stockholders’ equity excluding AOCI (defined as the balance of tangible common stockholders’ equity excluding AOCI at the beginning of the calendar year plus the balance of tangible common stockholders’ equity excluding AOCI 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 (i) acquisition and integration-related costs, (ii) amortization of acquired intangible assets, and (iii) restructuring costs, as defined by the company’s Use of Non-GAAP Financial Measures Policy and supported by the company’s policy guidance defining acquisition and integration-related and restructuring costs. Tangible common stockholders’ equity excluding AOCI equals total stockholders’ equity calculated in accordance with GAAP, minus the sum of (i) preferred stock, (ii) goodwill, (iii) acquired intangible assets – net, and (iv) deferred tax liabilities related to goodwill and acquired intangible assets – net. AOCI is calculated in accordance with GAAP as included in the Company’s consolidated balance sheets. |

  108. Long-Term Incentives

    | ** COE is defined as the simple average COE based on the twelve quarters in the three-year performance period. 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). |

  109. Long-Term Incentives

    In determining whether performance goals have been met, the Compensation Committee excludes any gains or losses from any unusual or non-recurring items, including those not already contemplated in the company’s financial plan at the time of grant, including, but not limited to: (i) charges, costs, benefits, gains or income associated with reorganizations or restructurings of the company, mergers or acquisitions by the company, 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 (e.g., attorney’s fees, settlements or judgements), or currency or commodity fluctuations; and (ii) the effects of changes in applicable laws, regulations or accounting principles, and any other unusual or non-recurring gains or losses, provided that such items are not already taken into account in the normal calculation of performance. The Compensation Committee also considers 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.

  110. Vesting of PBRSUs for the Performance Period Ended December 31, 2023

    | PBRSU Performance Matrix | | | | | ROTCE versus COE Result | | | Payout % | | | < | 100% | 0% | | 100% | to | 200% | 100% | | 200% | to | 400% | ½ of the ROTCE versus COE result (i.e., an ROTCE versus COE result of 300% earns a 150% PBRSU payout) | | | > | 400% | 200% |

  111. 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 Plan, 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 2023 SCT.

  112. Prohibition on Insider Trading, Speculative Trading and Certain Types of Hedging and Pledging Activity

    Prohibition on Insider Trading, Speculative Trading and Certain Types of Hedging and Pledging Activity The company maintains an insider trading policy that applies to all the company’s directors, executive officers, employees, contingent workers, and certain of their related parties. The insider trading policy is designed to promote compliance with applicable laws and regulations regarding insider trading and to protect the company’s reputation for integrity and ethical conduct. The policy prohibits insider trading, tipping, and speculative trading in the company’s stock, other company securities, or derivatives of such securities. The prohibition on speculative trading expressly includes (i) certain types of hedging activities, including engaging in short sales, buying options to open a position, and selling uncovered options; and (ii) except for company equity securities acquired via the vesting of options or restricted stock units or acquired under the ESPP, engaging in short term transactions of company equity securities. The policy also prohibits using company securities as collateral for a margin loan or otherwise pledging company securities.

  113. 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.

  114. Recoupment Policies

    Recoupment Policies Pursuant to the SEC’s newly adopted final rules regarding recovery of erroneously awarded compensation, as required by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), and the NYSE listing standards implementing those rules, the Compensation Committee approved in October 2023 the Section 16 Officer Incentive Compensation Recovery Policy (the Section 16 Clawback Policy). This new policy, which applies only to Section 16 officers, complies with the applicable SEC clawback rules and NYSE clawback listing standards, and applies to all incentive-based compensation (as that term is defined in the SEC’s newly adopted final rules), which includes bonuses paid pursuant to the CEBP and PBRSUs paid under the company’s stock incentive plans. The Section 16 Clawback Policy was filed as Exhibit 97.1 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In addition, in October 2023, the company amended and restated its existing general recoupment policy, the Executive Council Incentive Compensation Recovery Policy, which applies to all executives and former executives (Section 16 and non-Section 16 officers) whose compensation is determined by the Compensation Committee and gives the Compensation Committee discretion to initiate recovery for actions related to an accounting restatement, fraud, or misconduct. In the event of certain securities law violations, under the Executive Council Incentive Compensation Recovery Policy 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.

  115. Risk Assessment

    | ◾ | a balanced mix of compensation components (i.e., base salary, annual cash incentives, and LTI); |

  116. Risk Assessment

    | ◾ | a balanced suite of performance metrics with a strong link to stockholder value; |

  117. Risk Assessment

    | ◾ | performance goals based on financial plans approved by the board; |

  118. Risk Assessment

    | ◾ | caps on annual incentive opportunities and PBRSU payouts; |

  119. Risk Assessment

    | ◾ | a four-year vesting period for stock options and RSUs with limited opportunities for accelerated vesting; |

  120. Risk Assessment

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

  121. Risk Assessment

    | ◾ | approval of executive compensation by an independent board committee with advice from an independent compensation consultant; |

  122. Risk Assessment

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

  123. Risk Assessment

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

  124. 2024 Annual Cash Incentives

    2024 Annual Cash Incentives In 2024, the Compensation Committee established a performance criterion matrix for 2024 annual cash incentive awards under the CEBP. The Compensation Committee again selected adjusted diluted EPS as the performance measure for purposes of these awards and set the target adjusted diluted EPS goal for 100% payout upon achieving the company’s target adjusted diluted EPS in the 2024 financial plan approved by the board.

  125. 2024 Annual Cash Incentives

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 53 |

  126. 2024 Long-Term Incentives

    2024 Long-Term Incentives In 2024, the Compensation Committee approved long-term equity awards under the 2022 Stock Incentive Plan of 40% stock options and 60% PBRSUs based on the grant date fair values 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, 2024. The stock options will vest 25% annually over four years. The PBRSUs have cliff-vesting based on the three-year performance period from January 1, 2024 to December 31, 2026 and will be earned based on the level by which ROTCE exceeds COE.

  127. 2024 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, 2023 and the proxy statement on Schedule 14A. Compensation Committee of the Board of Directors Paula A. Sneed, Chair Brian M. Levitt, Vice Chair Joan T. Dea Frank C. Herringer |

  128. 2024 Long-Term Incentives

    | 54 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  129. 2024 Long-Term Incentives

    The following tables show compensation information for the NEOs: Walter W. Bettinger II, Chief Executive Officer; Peter B. Crawford, Managing Director and Chief Financial Officer; and the next three most highly compensated executive officers as of December 31, 2023.

  130. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  131. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Walter W. Bettinger II Chief Executive Officer and Co-Chairman | 2023 2022 2021 | 1,500,000 1,484,615 1,400,000 | — — — | 10,950,019 10,200,043 8,010,000 | 7,300,015 6,800,011 5,340,000 | 4,104,000 5,885,200 7,172,550 | 17,710 16,460 15,854 | 23,871,744 24,386,329 21,938,404 | | Peter B. Crawford Managing Director and Chief Financial Officer | 2023 2022 2021 | 721,154 688,462 621,073 | — — — | 1,920,002 1,800,045 2,550,000 | 1,280,010 1,200,016 1,700,000 | 1,052,308 1,455,545 1,697,019 | 17,465 16,133 15,412 | 4,990,939 5,160,201 6,583,504 | | Joseph R. Martinetto Managing Director and Chief Operating Officer | 2023 2022 2021 | 921,154 879,231 759,188 | — — — | 3,720,042 3,600,010 4,950,000 | 2,480,020 2,400,011 3,300,000 | 2,016,222 2,788,305 2,437,425 | 17,614 16,234 15,554 | 9,155,052 9,683,791 11,462,167 | | Richard A. Wurster President | 2023 2022 2021 | 984,615 876,923 640,038 | — — 109,924 | 4,800,004 4,200,079 6,860,000 | 3,200,004 2,800,009 1,240,000 | 2,155,126 2,780,986 1,748,840 | 17,614 16,260 15,357 | 11,157,363 10,674,257 10,614,159 | | Charles R. Schwab(6) Co-Chairman | 2023 2022 2021 | 884,616 792,308 750,000 | — — — | 3,000,041 3,000,022 2,700,000 | 2,000,016 2,000,013 1,800,000 | 1,613,539 2,093,871 2,561,625 | 17,518 16,220 14,998 | 7,515,730 7,902,434 7,826,623 |

  132. 2023 Summary Compensation Table

    | (1) The amount shown in this column represents a bonus paid outside of the CEBP for Mr. Wurster, who received a promotion after the beginning of the performance period. |

  133. 2023 Summary Compensation Table

    | (2) The amounts shown in this column represent the aggregate grant date fair value of PBRSUs and RSUs and do not reflect the amounts ultimately realized by the NEO. The values shown are as of the grant date determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (Topic 718), which is the date on which all the significant terms, including any performance criteria, were established. The values represent the aggregate compensation cost expected at the grant date to be recognized over the service period and are not adjusted for the effect of any estimated forfeitures. The maximum value of the 2023 PBRSU awards on the grant date, assuming the performance conditions are met at 200% of the target award, would be: $21,900,038 for Mr. Bettinger; $3,840,004 for Mr. Crawford; $7,440,084 for Mr. Martinetto; $9,600,008 for Mr. Wurster; and $6,000,082 for Mr. Schwab. |

  134. 2023 Summary Compensation Table

    | PBRSUs awarded in 2023, 2022, and 2021 vest only upon satisfaction of the performance conditions of those awards. For the 2023, 2022, and 2021 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 awards 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. |

  135. 2023 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, 2023. |

  136. 2023 Summary Compensation Table

    | (3) The amounts shown in this column represent the aggregate grant date fair value of the stock option awards as determined in accordance with Topic 718, and not the amount ultimately realized by the NEO. 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, 2023. |

  137. 2023 Summary Compensation Table

    | (4) The amounts shown in this column represent amounts earned under the CEBP. |

  138. 2023 Summary Compensation Table

    | (5) The amounts shown in this column for 2023 include $16,750 for each NEO 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. |

  139. 2023 Summary Compensation Table

    | (6) Mr. Schwab has had an employment contract with the company since 1987, which was amended and restated in 2003. His employment contract is described in the Narrative to Summary Compensation and Grants of Plan-Based Awards Tables. |

  140. 2023 Summary Compensation Table

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 55 |

  141. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table

  142. 2023 Grants of Plan-Based Awards Table

    | Name | Grant Date | Date of Action(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock (#) | 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 | 1/25/2023 3/1/2023 3/1/2023 | — 1/25/2023 1/25/2023 | 2,812,500 — — | 5,625,000 — — | 11,250,000 — — | — — — | — 141,757 — | — 283,514 — | — — — | — — 332,878 | — — $77.41 | — 10,950,019 7,300,015 | | Peter B. Crawford | 1/25/2023 3/1/2023 3/1/2023 | — 1/25/2023 1/25/2023 | 721,154 — — | 1,442,308 — — | 2,884,616 — — | — — — | — 24,856 — | — 49,712 — | — — — | — — 58,368 | — — $77.41 | — 1,920,002 1,280,010 | | Joseph R. Martinetto | 1/25/2023 3/1/2023 3/1/2023 | — 1/25/2023 1/25/2023 | 1,381,731 — — | 2,763,462 — — | 5,526,924 — — | — — — | — 48,159 — | — 96,318 — | — — — | — — 113,088 | — — $77.41 | — 3,720,042 2,480,020 | | Richard A. Wurster | 1/25/2023 3/1/2023 3/1/2023 | — 1/25/2023 1/25/2023 | 1,476,923 — — | 2,953,846 — — | 5,907,692 — — | — — — | — 62,140 — | — 124,280 — | — — — | — — 145,919 | — — $77.41 | — 4,800,004 3,200,004 | | Charles R. Schwab | 1/25/2023 3/1/2023 3/1/2023 | — 1/25/2023 1/25/2023 | 1,105,770 — — | 2,211,539 — — | 4,423,078 — — | — — — | — 38,838 — | — 77,676 — | — — — | — — 91,200 | — — $77.41 | — 3,000,041 2,000,016 |

  143. 2023 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. |

  144. 2023 Grants of Plan-Based Awards Table

    | (2) These columns show the range of possible payouts for annual cash incentive awards granted in 2023 under the CEBP. The actual annual cash incentive awards paid for 2023 performance under this plan are shown in the “non-equity incentive plan compensation” column of the 2023 SCT. 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. |

  145. 2023 Grants of Plan-Based Awards Table

    | (3) These PBRSU awards were granted under the 2022 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, 2025 is met. The awards are forfeited if the target performance goal is not met. The award will be earned within a range from 100% to 200% of the target award when performance is equal to or exceeds the target performance goal, or will be earned in a range from 50% to 99.99% of the target award when performance is less than the target performance goal but exceeds the established minimum level of performance. |

  146. 2023 Grants of Plan-Based Awards Table

    | (4) These stock option awards were granted under the 2022 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. |

  147. 2023 Grants of Plan-Based Awards Table

    | (5) Represents the grant date fair value of each equity award as determined in accordance with Topic 718. For the option awards, the grant date fair value was determined by multiplying the number of shares granted by the fair value of the option as determined by an options pricing model. The fair value of the option determined by the pricing model on March 1, 2023 was $21.93. For PBRSU awards, the grant date fair value was determined by multiplying the number of units granted by the average of the high and low market price of the company’s common stock on the grant date of March 1, 2023, which was $77.245. |

  148. 2023 Grants of Plan-Based Awards Table

    | 56 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

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

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

  150. 2023 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 NEOs pursuant to existing agreements (assuming the event triggering the termination or change in control took place as of December 31, 2023). |

  151. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023

  152. Outstanding Equity Awards as of December 31, 2023

    | | 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 | 464,629 324,924 285,896 405,187 271,318 135,809 76,028 | 90,440 135,809 228,087 332,878(2) (3) (4) (5) | 26.39 42.99 52.05 46.81 41.98 64.10 77.86 77.41 | 3/1/2026 3/1/2027 3/1/2028 3/1/2029 3/2/2030 3/1/2031 3/1/2032 3/1/2033 | 251,296(6) | 17,289,165 | 269,158(7)(8) | 18,518,070 | | Peter B. Crawford | 10,963 22,910 29,977 28,670 11,191 31,767 50,649 38,760 43,235 13,417 | 12,920 43,235 40,251 58,368(2) (3) (4) (5) | 28.44 34.70 26.39 42.99 39.70 52.05 46.81 41.98 64.10 77.86 77.41 | 11/3/2024 8/3/2025 3/1/2026 3/1/2027 6/1/2027 3/1/2028 3/1/2029 3/2/2030 3/1/2031 3/1/2032 3/1/2033 | 80,000(6) | 5,504,000 | 47,339(7)(8) | 3,256,923 | | Joseph R. Martinetto | 71,474 24,607 131,686 83,979 83,927 26,833 | 27,994 83,927 80,502 113,088(2) (3) (4) (5) | 52.05 50.41 46.81 41.98 64.10 77.86 77.41 | 3/1/2028 4/2/2028 3/1/2029 3/2/2030 3/1/2031 3/1/2032 3/1/2033 | 155,296(6) | 10,684,365 | 93,124(7)(8) | 6,406,931 | | Richard A. Wurster | 4,956 26,069 28,424 31,536 31,306 | 9,475 31,537 93,918 145,919(2) (3) (4) (5) | 46.39 41.63 41.98 64.10 77.86 77.41 | 11/1/2028 6/3/2029 3/2/2030 3/1/2031 3/1/2032 3/1/2033 | 88,320(6)(9) | 6,076,416 | 114,600(7)(8) | 7,884,480 |

  153. Outstanding Equity Awards as of December 31, 2023

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 63 |

  154. Outstanding Equity Awards as of December 31, 2023

    | | 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) ($) | | Charles R. Schwab | 71,226 67,386 62,345 180,506 179,857 126,147 109,594 149,919 100,775 45,778 22,361 | 33,592 45,779 67,085 91,200(2) (3) (4) (5) | 25.86 27.45 28.44 30.17 26.39 42.99 52.05 46.81 41.98 64.10 77.86 77.41 | 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 3/1/2031 3/1/2032 3/1/2033 | 84,706(6) | 5,827,773 | 76,309(7)(8) | 5,250,059 |

  155. Outstanding Equity Awards as of December 31, 2023

    | (1) Represents the market value of unvested RSUs or PBRSUs held as of December 31, 2023 based on the closing price of a share of common stock of $68.80 on December 29, 2023. |

  156. Outstanding Equity Awards as of December 31, 2023

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

  157. Outstanding Equity Awards as of December 31, 2023

    | (3) These non-qualified stock options under the 2013 Stock Incentive Plan have a grant date of March 1, 2021 and vest in four equal annual installments beginning on the first anniversary of the grant date. |

  158. Outstanding Equity Awards as of December 31, 2023

    | (4) These non-qualified stock options under the 2013 Stock Incentive Plan have a grant date of March 1, 2022 and vest in four equal annual installments beginning on the first anniversary of the grant date. |

  159. Outstanding Equity Awards as of December 31, 2023

    | (5) These non-qualified stock options under the 2022 Stock Incentive Plan have a grant date of March 1, 2023 and vest in four equal annual installments beginning on the first anniversary of the grant date. |

  160. Outstanding Equity Awards as of December 31, 2023

    | (6) Includes PBRSU awards under the 2013 Stock Incentive Plan with a grant date of March 1, 2021 and vest 100% on the third anniversary of the grant date. The shares underlying the PBRSU awards granted on March 1, 2021 were paid based on an achievement of performance goals of 200% as follows: |

  161. Outstanding Equity Awards as of December 31, 2023

    | Name | Vesting Date | Number of Units | | Walter W. Bettinger II | 3/1/2024 | 251,296 | | Peter B. Crawford | 3/1/2024 | 80,000 | | Joseph R. Martinetto | 3/1/2024 | 155,296 | | Richard A. Wurster | 3/1/2024 | 58,354 | | Charles R. Schwab | 3/1/2024 | 84,706 |

  162. Outstanding Equity Awards as of December 31, 2023

    | 64 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  163. Outstanding Equity Awards as of December 31, 2023

    | (7) Includes PBRSU awards under the 2013 Stock Incentive Plan with a grant date of March 1, 2022 and vest 100% on the third anniversary of the grant date. Based on a target of 100%, future vesting for the PBRSUs is as follows: |

  164. Outstanding Equity Awards as of December 31, 2023

    | Name | Vesting Date | Number of Units | | Walter W. Bettinger II | 3/1/2025 | 127,401 | | Peter B. Crawford | 3/1/2025 | 22,483 | | Joseph R. Martinetto | 3/1/2025 | 44,965 | | Richard A. Wurster | 3/1/2025 | 52,460 | | Charles R. Schwab | 3/1/2025 | 37,471 |

  165. Outstanding Equity Awards as of December 31, 2023

    | (8) Includes PBRSU awards under the 2022 Stock Incentive Plan with a grant date of March 1, 2023 and vest 100% on the third anniversary of the grant date. Based on a target of 100%, future vesting for the PBRSUs is as follows: |

  166. Outstanding Equity Awards as of December 31, 2023

    | Name | Vesting Date | Number of Units | | Walter W. Bettinger II | 3/1/2026 | 141,757 | | Peter B. Crawford | 3/1/2026 | 24,856 | | Joseph R. Martinetto | 3/1/2026 | 48,159 | | Richard A. Wurster | 3/1/2026 | 62,140 | | Charles R. Schwab | 3/1/2026 | 38,838 |

  167. Outstanding Equity Awards as of December 31, 2023

    | (9) Includes time-based RSUs under the 2013 Stock Incentive Plan with a grant date of October 25, 2021 and vest in four equal annual installments beginning on the first anniversary of the grant date. Future vesting for these RSUs is as follows: |

  168. Outstanding Equity Awards as of December 31, 2023

    | Name | Vesting Date | Number of Units | | Richard A. Wurster | 10/25/2024 | 14,983 | | | 10/25/2025 | 14,983 |

  169. Outstanding Equity Awards as of December 31, 2023

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 65 |

  170. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table

  171. 2023 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 | — | — | 300,813 | 23,000,914 | | Peter B. Crawford | 7,792 | 258,103 | 42,974 | 3,285,899 | | Joseph R. Martinetto | — | — | 93,109 | 7,119,347 | | Richard A. Wurster | — | — | 49,488 | 3,307,408 | | Charles R. Schwab | 270,753 | 12,834,402 | 111,730 | 8,543,155 |

  172. 2023 Option Exercises and Stock Vested Table

    | (1) The value realized on exercise of stock options as shown in this chart was calculated as the difference between the market price of the underlying share at exercise and the exercise price of the options multiplied by the number of shares subject to the option exercised. The market price for each transaction was determined as follows: If upon exercising, the NEO sold the shares acquired, the market price was determined to be the sale price. If upon exercising, the NEO 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. |

  173. 2023 Option Exercises and Stock Vested Table

    | (2) Amounts in this column were calculated by multiplying the number of shares 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. |

  174. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table

  175. 2023 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 | — | 3,938,859 | — | 23,920,642(4) | | Peter B. Crawford | DCP2 | — | 477,577 | — | 2,914,070 | | Charles R. Schwab | DCP1 | — | 7,481,901 | — | 39,841,713(5) |

  176. 2023 Nonqualified Deferred Compensation Table

    | (1) Mr. Schwab participates in The Charles Schwab Corporation Deferred Compensation Plan I (the DCP1) only, and Mr. Bettinger and Mr. Crawford participate in the DCP2 only. No NEOs participating in the deferred compensation plans made contributions to the deferred compensation plans in 2023. Mr. Martinetto and Mr. Wurster did not participate in the company’s deferred compensation plans. |

  177. 2023 Nonqualified Deferred Compensation Table

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

  178. 2023 Nonqualified Deferred Compensation Table

    | (3) The earnings reported in this column are not above-market or preferential and therefore are not reported in the 2023 SCT. |

  179. 2023 Nonqualified Deferred Compensation Table

    | (4) For Mr. Bettinger, includes prior executive contributions of $19,746,990 and aggregate plan earnings of $4,182,652. |

  180. 2023 Nonqualified Deferred Compensation Table

    | (5) For Mr. Schwab, includes prior executive contributions of $6,513,138 and aggregate plan earnings of $33,328,576. |

  181. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio The following is a reasonable estimate, calculated in accordance with SEC rules, of the ratio of the 2023 annual total compensation of the company’s median employee to the 2023 annual total compensation of Mr. Bettinger, the Chief Executive Officer:

  182. 2023 CEO Pay Ratio

    | ◾ | the annual total compensation of the median employee, calculated in accordance with SCT rules, was $117,672; |

  183. 2023 CEO Pay Ratio

    | ◾ | the annual total compensation of the CEO, as reported in the 2023 SCT, was $23,871,744; and |

  184. 2023 CEO Pay Ratio

    | ◾ | the ratio of the annual total compensation of the CEO to the annual total compensation of the median employee was 203 to 1. |

  185. 2023 CEO Pay Ratio

    The same median employee was used for 2023 as has been used since 2021, as there was no material change to the employee population or compensation arrangements that would have significantly impacted the pay ratio disclosure. To identify the company’s median employee in 2021, the company used internal records to determine the employee population as of December 31, 2021, which equaled 31,449 individuals, including full-time, part-time, temporary, and seasonal employees. Of the 31,449 individuals represented on our compensation and benefits platforms, 31,401 were employed in the United States and 48 outside the United States. The company’s 48 non-U.S. employees accounted for less than 5% of the total employee population and were excluded from the analysis. Such employees were located in: Hong Kong (28 employees); Singapore (11 employees); India (one employee); and the United Kingdom (eight employees). The company used the 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’s payroll records were used to calculate total Taxable Medicare Wages compensation for each of the 31,400 employees, other than the CEO and non-U.S. employees identified as excluded above. The median employee was then identified by consistently applying this compensation measure to all employees included in the analysis.

  186. 2023 CEO Pay Ratio

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 67 |

  187. 2023 CEO Pay Ratio

    In accordance with SEC rules, the following table sets forth information with respect to how “compensation actually paid” (CAP) for our NEOs aligns with company performance. CAP is an SEC-defined term that does not necessarily reflect the amounts realized by the NEOs or how the Compensation Committee evaluates the link between company performance and NEO compensation. In addition, a significant portion of CAP relates to changes in fair value of unvested awards over the course of each year. Unvested awards remain subject to vesting conditions and possible future declines in value based on changes in the price of our common stock. The ultimate value realized by our NEOs from unvested equity awards will not be determined until the awards vest. For further information regarding the executive compensation program, including how the Compensation Committee evaluates pay-for-performance, please refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  188. 2023 CEO Pay Ratio

    | Year 1 | Summary Compensation Table Total for CEO 2 | Compensation Actually Paid to CEO 3 | Average Summary Compensation Table Total for Other NEOs 2 | Average Compensation Actually Paid to Other NEOs 3 | Value of Initial Fixed $100 Investment Based on: 4 | | Net Income 5 (000s) | Adjusted Diluted Earnings Per Common Share (EPS) 6 | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2023 | $23,871,744 | $4,173,708 | $8,204,771 | $1,878,242 | $153 | $169 | $5,067 | $3.13 | | 2022 | $24,386,329 | $57,877,151 | $8,355,171 | $18,470,980 | $182 | $149 | $7,183 | $3.90 | | 2021 | $21,938,404 | $41,631,785 | $9,121,613 | $14,041,967 | $182 | $166 | $5,855 | $3.25 | | 2020 | $15,959,193 | $20,212,071 | $4,645,494 | $5,780,703 | $114 | $118 | $3,299 | $2.45 |

  189. 2023 CEO Pay Ratio

    | (1) Walter W. Bettinger II was the CEO and Peter B. Crawford, Joseph R. Martinetto, and Charles R. Schwab were also NEOs for each year presented. Richard A. Wurster was an NEO for 2023, 2022 and 2021 and Jonathan M. Craig was an NEO for 2020. |

  190. 2023 CEO Pay Ratio

    | (2) As reported in or, with respect to the non-CEO NEOs, the average of the amounts reported in, the “Total” column of the SCT (the SCT Total) for the applicable year. See the footnotes to the SCTs for further detail regarding the amounts in this column. |

  191. 2023 CEO Pay Ratio

    | (3) The SCT Total or, with respect to the non-CEO NEOs, the average of the SCT Totals reported for the applicable year, adjusted as follows in accordance with Item 402(v) of Regulation S-K: |

  192. 2023 CEO Pay Ratio

    | Year | | SCT Total Compensation | Minus SCT Equity Awards Total i | Plus Fair Value of Current Year Equity Awards at Year-End ii | Plus Change in Fair Value of Unvested Prior Year Equity Awards ii, iii | Plus Change in Fair Value of Equity Awards Vested in Current Year ii, iii | Plus Dividends Paid on Unvested RSUs | Equals Compensation Actually Paid | | 2023 | CEO | $23,871,744 | $18,250,034 | $15,132,057 | $(13,262,652) | $(3,317,407) | N/A | $4,173,708 | | | Other NEOs | $8,204,771 | $5,600,035 | $4,646,880 | $(4,447,776) | $(968,298) | $42,700 | $1,878,242 |

  193. 2023 CEO Pay Ratio

    | ( i ) Amounts in this column reflect the totals or, with respect to the non-CEO NEOs, the average of the totals under the Stock Awards and Option Awards columns in the SCT. See the footnotes to the SCTs for further detail regarding the amounts in this column. |

  194. 2023 CEO Pay Ratio

    | ( ii ) Fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Fair value of PBRSUs with unsatisfied performance conditions as of the applicable measurement date also reflects the probable outcome of the applicable performance conditions as of that date. Fair value of unvested options is based on the fair value of the options as of the applicable measurement date as determined using an options pricing model. If a vesting event is on a weekend or holiday, the next preceding day’s prices are used for valuation purposes. Dividend equivalents accumulating on unvested PBRSUs are included in the year-end fair value for the year in which the dividends are accrued. |

  195. 2023 CEO Pay Ratio

    | ( iii ) | Changes in fair value are measured by comparing fair value as of the end of the applicable year or at vesting, as applicable, to the fair value as of the end of the prior year. |

  196. 2023 CEO Pay Ratio

    | (4) Cumulative total shareholder return (TSR) of the company and the Dow Jones U.S. Investment Services Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” furnished on page 24 of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, assuming an initial investment of $100 in the company’s common stock on December 31, 2019 and reinvestment of dividends. |

  197. 2023 CEO Pay Ratio

    | (5) Net Income as reported in Part II, Item 8, “Financial Statements and Supplementary Data—Consolidated Statements of Income” on page 66 of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  198. 2023 CEO Pay Ratio

    | 68 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  199. 2023 CEO Pay Ratio

    | (6) Adjusted Diluted EPS as reported on page 30 of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. For a reconciliation of diluted EPS in accordance with GAAP to the non-GAAP financial measure Adjusted Diluted EPS, please see Appendix A beginning on page A-1. |

  200. 2023 CEO Pay Ratio

    In accordance with SEC rules, the following charts describe the relationship between CAP and the company’s financial performance as measured by our cumulative TSR, net income, and Adjusted Diluted EPS, as well as the relationship between our TSR and Peer Group TSR. The following chart lists the financial performance measures that, in the company’s assessment, are the most important financial performance measures used by the company to link CAP to company performance for 2023. The way these measures, together with certain other performance measures, determine the amounts of incentive compensation paid to our NEOs is described above in the Compensation Discussion and Analysis. The order of the measures in this chart should not be interpreted as a ranking.

  201. 2023 CEO Pay Ratio

    | Measures Schwab Considers Important in Evaluating Executive Pay for Performance | | Adjusted Diluted EPS | | Return on Tangible Common Equity (ROTCE) / Cost of Equity (COE) | | Stock Price |

  202. 2023 CEO Pay Ratio

    | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT | 69 |

  203. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    | (2) Shares that can be acquired through stock option exercises or through settlement of RSUs within 60 days of March 4, 2024. As of March 4, 2024, there are no RSUs held by directors and no PBRSUs held by executive officers that vest within 60 days. |

  204. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    How Many Votes Must the Director Nominees Receive to be Elected as Directors? A director must receive more “for” than “against” votes to be elected as a director. If a director does not receive more “for” than “against” votes, the director may be eligible under Delaware law to continue to serve a “holdover” term

  205. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    | 88 | THE CHARLES SCHWAB CORPORATION 2024 PROXY STATEMENT |

  206. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    until the next annual meeting of stockholders. However, in the event that a director does not receive more “for” than “against” votes, our corporate governance guidelines provide that the Nominating and Corporate Governance Committee shall meet within 90 days after the final certification of the vote and evaluate the director’s continued service for a holdover term. Under the guidelines, the Nominating and Corporate Governance Committee should consider the following:

  207. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    | ◾ | the reasons for the director’s failure to receive an affirmative majority of votes; |

  208. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    | ◾ | the director’s qualifications and skills and contributions to the board and board committees; |

  209. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    | ◾ | the effect on board composition without the director’s continued service during the holdover term on the board or board committees; |

  210. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    | ◾ | whether there are qualified candidates to fill a vacancy if the affected director immediately resigned from the board or board committees; and |

  211. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    | ◾ | the guidelines for considering director candidates established by the Nominating and Corporate Governance Committee. |

  212. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    In making its evaluation, the Nominating and Corporate Governance Committee may determine that:

  213. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    | ◾ | the director should continue to serve a holdover term on the board; |

  214. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    | ◾ | the director should continue service on the board for a predetermined period (but less than a full holdover term); |

  215. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    | ◾ | the director should continue service on the board for a holdover term or predetermined period but resign from one or more board committees; or |

  216. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    | ◾ | the director should immediately resign from the board or one or more board committees. |

  217. How Many Votes Must the Director Nominees Receive to be Elected as Directors?

    If the Nominating and Corporate Governance Committee determines that the affected director should resign from the board or one or more board committees, the director will be expected to submit a resignation immediately upon such determination. The Nominating and Corporate Governance Committee’s determination, including the reasons for such determination, will be publicly disclosed on a Form 8-K filed with the SEC.

  218. What Happens If a Director Nominee is Unable to Stand for Election?

    What Happens If a Director Nominee is Unable to Stand for Election? The board may reduce the number of directors or select a substitute nominee. In the latter case, if you have submitted your proxy, Mr. Schwab, Mr. Bettinger, and Mr. Morgan can vote your shares for a substitute nominee. They cannot vote for more than three nominees.