DEF 14A of Schwab Charles Corp, Apr 4, 2025

DEF 14A of Schwab Charles Corp

Filed Apr 4, 2025 · FY20240001193125-25-072811

Open on EDGAR

  1. The Charles Schwab Corporation

    | 2024 Option Exercises and Stock Vested Table | 68 | | 2024 Nonqualified Deferred Compensation Table | 68 | | 2024 CEO Pay Ratio | 69 | | Pay Versus Performance | 70 | | Securities Authorized for Issuance Under Equity Compensation Plans | 72 | | Security Ownership of Certain Beneficial Owners and Management | 73 | | Transactions With Related Persons | 75 | | Proposal Four: Stockholder Proposal | 79 | | Voting Procedures and Other Information | 82 | | Appendix A: Non-GAAP Financial Measures | A-1 |

  2. Director Nominees

    Director Nominees We ask that you vote for the election of John K. Adams, Jr., Stephen A. Ellis, Arun Sarin, Charles R. Schwab, and Paula A. Sneed. 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 | | John K. Adams, Jr. | 69 | 2015 | Former Managing Director, Financial Institutions Group, UBS Investment Bank | Financial services expertise and investment banking experience | | Audit | | Stephen A. Ellis | 62 | 2012 | Managing Partner, TPG Inc. | Leadership skills and global management consulting experience | | Audit, Nominating and Corporate Governance | | Arun Sarin | 70 | 2009 | Former Chief Executive Officer, Vodafone Group Plc | Public company knowledge and leadership experience | | Nominating and Corporate Governance, Risk | | Charles R. Schwab | 87 | 1986 | Co-Chairman, The Charles Schwab Corporation | Founder of The Charles Schwab Corporation | | | | Paula A. Sneed | 77 | 2002 | Chairman and Chief Executive Officer, Phelps Prescott Group, LLC | Marketing skills and management and executive leadership experience | | Compensation |

  4. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors

  5. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2015 CURRENT TERM EXPIRES 2025 AGE AT ANNUAL MEETING: 69 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 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 is a nominee for election this year. 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 |

  6. Director Nominees and Continuing Directors

    | 18 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  7. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2008 CURRENT TERM EXPIRES 2027 AGE AT ANNUAL MEETING: 64 | Walter W. Bettinger II | | | | Mr. Bettinger has served as a member of the board since 2008 and as Co-Chairman since 2022. He served as CEO of the company from 2008 through December 2024 and 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 (COO) of the company from 2007 until 2008, Executive Vice President and President – Schwab Investor Services from 2005 until 2007, Executive Vice President and COO – 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 has significant financial services experience, having served in a senior executive role overseeing sales, service, marketing, and operations for more than 40 years. As CEO of the company, Mr. Bettinger worked 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-December 2024) 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 |

  8. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 19 |

  9. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2020 CURRENT TERM EXPIRES 2026 AGE AT ANNUAL MEETING: 66 INDEPENDENT DIRECTOR COMMITTEES Risk OTHER U.S. PUBLIC BOARDS Akamai Technologies, Inc. (Nasdaq: AKAM) Northrop Grumman Corporation (NYSE: NOC) International Business Machines Corporation (NYSE: IBM) | Marianne C. Brown | | | | Ms. Brown is the former Co-COO of Fidelity National Information Services, Inc. (FIS), a financial services technology company, where she served from 2018 to 2019. She served as COO, 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 COO of SunGard Financial Systems from 2014 to 2015. Prior to that, Ms. Brown was the CEO and President of Omgeo LLC (Omgeo), a financial services technology company, from 2006 to 2014. Before joining Omgeo, she was the CEO of the Securities Industry Automation Corporation, a technical services company for securities trading 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, Akamai Technologies, Inc., a cybersecurity company, since 2020 and International Business Machines Corporation (IBM), a global technology company, since 2023. Ms. Brown also served on the Board of Directors of VMware, Inc. (VMware), a software and cloud computing company, from 2019 to 2023, when VMware was acquired by Broadcom Inc. 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 |

  10. Director Nominees and Continuing Directors

    | 20 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  11. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2017 CURRENT TERM EXPIRES 2027 AGE AT ANNUAL MEETING 61 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 (BCG), a management consulting firm, 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. (Cineplex), a diversified media company, since 2006, and will retire from the Cineplex board effective May 2025. She served as a member of the Board of Directors of Performance Sports Group Ltd., a sports equipment and apparel company, from 2015 to 2017 and Torstar Corporation, a media company, from 2009 to 2015. 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 BCG. | | | | 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 |

  12. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 21 |

  13. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2014 CURRENT TERM EXPIRES 2027 AGE AT ANNUAL MEETING 65 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, LLC, 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 CFO. 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 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 CFO 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, LLC 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 |

  14. Director Nominees and Continuing Directors

    | 22 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  15. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2012 CURRENT TERM EXPIRES 2025 AGE AT ANNUAL MEETING 62 INDEPENDENT DIRECTOR COMMITTEES Audit Nominating and Corporate Governance | Stephen A. Ellis | | | | Mr. Ellis is a Managing Partner at TPG Inc. (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 CEO 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 is a nominee for election this year. 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, CEO of Asurion, and as a Managing Partner at TPG. | | | | CAREER EXPERIENCE TPG Inc. 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 |

  16. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 23 |

  17. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 1996 CURRENT TERM EXPIRES 2026 AGE AT ANNUAL MEETING 82 INDEPENDENT DIRECTOR COMMITTEES Compensation Nominating and Corporate Governance | Frank C. Herringer | | | | Mr. Herringer is the former Chairman of the Board and CEO of Transamerica Corporation (Transamerica), a financial services company. He served as Chairman of the Board of Transamerica from 1996 until 2015, CEO 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 also 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 brings public company knowledge and leadership experience to the board, having served as CEO 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 Banking Asset Management Strategic Planning Business Operations Finance Regulatory Risk Management Government Service Environmental, Social, and Governance |

  18. Director Nominees and Continuing Directors

    | 24 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  19. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2020 CURRENT TERM EXPIRES 2026 AGE AT ANNUAL MEETING 62 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. (Tableau), a computer software company, from 2018 to 2019. 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. | | | | 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 |

  20. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 25 |

  21. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2020 CURRENT TERM EXPIRES 2026 AGE AT ANNUAL MEETING 55 INDEPENDENT DIRECTOR COMMITTEES Audit | Todd M. Ricketts | | | | Mr. Ricketts served as a member of the Board of Directors of TD Ameritrade Holding Corporation (Ameritrade) 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 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 Chicago Baseball Holdings, LLC, the parent company of the Major League Baseball franchise the Chicago Cubs, since 2009. Mr. Ricketts brings business management and financial experience to the board through his entrepreneurial and financial services industry experience. Mr. Ricketts has notified the board of his intention to retire from the board effective October 7, 2025. | | | | 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 |

  22. Director Nominees and Continuing Directors

    | 26 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  23. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2018 CURRENT TERM EXPIRES 2027 AGE AT ANNUAL MEETING: 69 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 CEO and Managing Partner of Kudu Advisors, LLC (Kudu Advisors), an investment banking company, from 2009 to 2015. He was the founder and CEO of Asset International, Inc. (Asset International), 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 brings financial and leadership experience to the board, having served as CEO of Kudu Advisors and Asset International. 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 Financial Services Asset Management Brokerage/Investment Banking Strategic Planning Finance Business Operations Information Technology/Cybersecurity Marketing Regulatory Risk Management International Business Environmental, Social, and Governance |

  24. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 27 |

  25. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2009 CURRENT TERM EXPIRES 2025 AGE AT ANNUAL MEETING 70 INDEPENDENT DIRECTOR COMMITTEES Nominating and Corporate Governance Risk OTHER U.S. PUBLIC BOARDS Accenture plc (NYSE: ACN) Cerence Inc. (Nasdaq: CRNC) | Arun Sarin | | | | Mr. Sarin served as CEO 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 COO of AirTouch in 1997. In 1999, Mr. Sarin was appointed CEO of Vodafone’s US/AsiaPacific region. He left Vodafone in 2000 to become CEO of Infospace, Inc., an information technology company. From 2002 until 2003, he served as CEO 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, Cisco Systems, Inc., a provider of networking and IT solutions, 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 lead independent director of Accenture plc, a consulting and information technology services company, since February 2025 and as a member of the Board of Directors since 2015. He has served as a member of the Board of Directors of Cerence Inc., an automotive software company, since 2019 and as Chairman of the Board from 2019 to February 2025. Mr. Sarin has also served as a member of the Board of Directors of Ola Electric Mobility Limited, an electric vehicle company, since 2019. Mr. Sarin is a nominee for election this year. Mr. Sarin brings public company knowledge, information technology/cybersecurity experience, and leadership experience to the board, having served as President and COO of AirTouch and CEO 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 |

  26. Director Nominees and Continuing Directors

    | 28 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  27. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 1986 CURRENT TERM EXPIRES 2025 AGE AT ANNUAL MEETING 87 | 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 CEO of the company from 1986 to 1997 and from 2004 until 2008. He served as Co-CEO 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 CEO from 2004 until 2008. Mr. Schwab also previously 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. Mr. Schwab is the father of Carolyn Schwab-Pomerantz, a member of the company’s board. Mr. Schwab is a nominee for election this year. Mr. Schwab is the founder of the company, was the CEO 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 |

  28. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 29 |

  29. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2022 CURRENT TERM EXPIRES 2026 AGE AT ANNUAL MEETING: 65 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, a 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 has significant financial services 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 |

  30. Director Nominees and Continuing Directors

    | 30 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  31. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2002 CURRENT TERM EXPIRES 2025 AGE AT ANNUAL MEETING: 77 INDEPENDENT DIRECTOR COMMITTEES Compensation | Paula A. Sneed | | | | Ms. Sneed is Chairman and CEO 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 plc, 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 is a nominee for election this year. 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 CEO 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 |

  32. Director Nominees and Continuing Directors

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 31 |

  33. Director Nominees and Continuing Directors

    | DIRECTOR SINCE 2025 CURRENT TERM EXPIRES 2026 AGE AT ANNUAL MEETING 52 | Richard A. Wurster | | | | Mr. Wurster is CEO of the company. He has served as CEO since January 2025 and as President of the company and President and director of CS&Co since 2021. Mr. Wurster previously served as Executive Vice President and Head of Schwab Asset Management Services in 2021 and Head of Schwab Asset Management Solutions from 2019 to 2021. He was CEO of Charles Schwab Investment Management, Inc., a subsidiary of the company, from 2019 to 2021, and of Charles Schwab Investment Advisory, Inc., a subsidiary of the company, from 2018 to 2021. He was also CEO of ThomasPartners, Inc. and Windhaven Investment Management, Inc., subsidiaries of the company, from 2016 to 2018. He serves as a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust. Before joining the company in 2016, Mr. Wurster was employed at Wellington Management, Inc., an investment management services provider, and McKinsey & Company, Inc., a management consulting firm, where he was a leader of the asset management practice and an Associate Principal, respectively. Mr. Wurster has significant company and financial services experience, having served in a senior executive role at the company and its subsidiaries since 2016 and in asset management prior to that time. As CEO of the company, Mr. Wurster works closely with the board in evaluating and enhancing the strategic position of the company. | | | | CAREER EXPERIENCE The Charles Schwab Corporation Chief Executive Officer (2025-present) President (2021-present) Charles Schwab Investment Management, Inc. Chief Executive Officer (2019-2021) Charles Schwab Investment Advisory, Inc. Chief Executive Officer (2018-2021) ThomasPartners, Inc. Chief Executive Officer (2016-2018) Windhaven Management, Inc. Chief Executive Officer (2016-2018) | QUALIFICATIONS Public Company Executive Financial Services Banking Asset Management Brokerage/Investment Banking Strategic Planning Finance Business Operations Information Technology/Cybersecurity Marketing Regulatory International Business |

  34. Director Nominees and Continuing Directors

    | 32 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  35. Director Compensation

    Director Compensation The Compensation Committee reviews, approves, and establishes director compensation, including compensation for service on board committees. In 2024, the Compensation Committee conducted a review of non-employee director compensation, including a comparison to the company’s peer group, with input from its outside consultant, Semler Brossy Consulting Group LLC (Semler Brossy). Based on this review and upon recommendation by the Compensation Committee, the board did not approve changes to the director compensation program. Mr. Schwab, Mr. Bettinger, and Mr. Wurster, who are employed by the company, receive no additional compensation for their service as directors.

  36. Director Compensation

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 33 |

  37. 2024 Director Compensation Table

    2024 Director Compensation Table

  38. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | | | | | | | Cash(1) ($) | Deferred into Restricted Stock Units or Options2,(5) ($) | Stock Awards3,(5) ($) | Option Awards4,(5) ($) | Total ($) | | John K. Adams, Jr. | 185,000 | — | 129,027 | 86,008 | 400,035 | | Marianne C. Brown | 35,000 | 150,000 | 129,027 | 86,008 | 400,035 | | Joan T. Dea | 165,000 | — | 129,027 | 86,008 | 380,035 | | Christopher V. Dodds | 155,000 | — | 129,027 | 86,008 | 370,035 | | Stephen A. Ellis | — | 135,000 | 129,027 | 86,008 | 350,035 | | Mark A. Goldfarb(6) | 77,500 | — | — | — | 77,500 | | Frank C. Herringer | — | 165,000 | 129,027 | 86,008 | 380,035 | | Brian M. Levitt(7) | 115,000 | — | 129,027 | 86,008 | 330,035 | | Gerri K. Martin-Flickinger | 141,154 | — | 129,027 | 86,008 | 356,189 | | Bharat B. Masrani(7) | — | 120,000 | 129,027 | 86,008 | 335,035 | | Todd M. Ricketts | 155,000 | — | 129,027 | 86,008 | 370,035 | | Charles A. Ruffel | 35,000 | 120,000 | 129,027 | 86,008 | 370,035 | | Arun Sarin | 135,000 | — | 129,027 | 86,008 | 350,035 | | Carolyn Schwab-Pomerantz | 120,000 | — | 129,027 | 86,008 | 335,035 | | Paula A. Sneed | 150,000 | — | 129,027 | 86,008 | 365,035 |

  39. 2024 Director Compensation Table

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

  40. 2024 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: 2,160 RSUs for Ms. Brown; 7,340 options for Mr. Ellis; 8,970 RSUs for Mr. Herringer; 1,729 RSUs for Mr. Masrani; and 6,523 options for Mr. Ruffel. |

  41. 2024 Director Compensation Table

    | (3) The amounts shown in this column represent the grant date fair value of the RSU award. In 2024, non-employee directors who served the full year received an automatic grant of RSUs with a grant date fair value of $129,027. |

  42. 2024 Director Compensation Table

    | (4) The amounts shown in this column represent the grant date fair value of the stock option award. In 2024, non-employee directors who served the full year received an automatic grant of stock options with a grant date fair value of $86,008. |

  43. 2024 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, 2024. This includes stock options and RSUs acquired under the DCP2. |

  44. 2024 Director Compensation Table

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 35 |

  45. 2024 Director Compensation Table

    | Name | Stock Option Awards | Restricted Stock Unit Awards | | John K. Adams, Jr. | 46,596 | 4,708 | | Marianne C. Brown | 22,159 | 9,792 | | Joan T. Dea | 40,371 | 4,708 | | Christopher V. Dodds | 19,053 | 4,708 | | Stephen A. Ellis | 112,013 | 14,999 | | Frank C. Herringer | 71,980 | 152,233 | | Brian M. Levitt | 20,296 | 4,708 | | Gerri K. Martin-Flickinger | 22,159 | 4,708 | | Bharat B. Masrani | 20,296 | 12,025 | | Todd Ricketts | 20,296 | 4,708 | | Charles A. Ruffel | 69,580 | 4,708 | | Arun Sarin | 63,010 | 4,708 | | Carolyn Schwab-Pomerantz | 34,442 | 1,809 | | Paula A. Sneed | 25,708 | 55,857 |

  46. 2024 Director Compensation Table

    | (6) Mr. Goldfarb did not stand for re-election as a director at the 2024 annual meeting, and his service on the board ended on May 23, 2024. |

  47. 2024 Director Compensation Table

    | (7) Mr. Levitt and Mr. Masrani resigned from the board effective February 12, 2025. |

  48. 2024 Director Compensation Table

    | 36 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  49. 2024 Director Compensation Table

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

  50. 2024 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 2025 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 2025 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.

  51. 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. § Equity Awards. A combination of stock options and PBRSUs align executives’ interests with the creation of long-term stockholder value. § Multi-Year Vesting or Performance Periods. Stock options vest annually over a four-year period and PBRSUs vest on the third anniversary of grant based on achievement of multi-year financial goals. § 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. § Risk Management. Annual review of incentive compensation practices and policies and their potential impact on employee risk-taking. § Limited Perquisites. Executives receive limited perquisites with no financial planning assistance, tax gross-ups, or special retirement and/or benefit plans. § Stock Ownership Guidelines. CEO and other executive officers are required to maintain minimum stock ownership levels (5x and 3x base salary, respectively) to reinforce the alignment of their interests with stockholder interests. § Recoupment Policy. Both a mandatory recoupment policy that aligns with NYSE requirements and a broader policy to ensure coverage of all executive incentive-based compensation. § Policy Against Hedging. Our Insider Trading Policy prohibits speculative trading in the company’s stock or derivatives thereof, including certain hedging activities. |

  52. Overview of the Executive Compensation Program

    | (1) Pay mix is based on amounts in the 2024 SCT. The annual cash incentive is the amount reported for the Corporate Executive Bonus Plan (CEBP) under Non-Equity Incentive Plan Compensation in the 2024 SCT. Stock awards include the amounts reported in the 2024 SCT for PBRSUs. |

  53. Key Executive Compensation Actions for 2024

    | § assessed the competitiveness of executive compensation using peer group data, and based on such assessment, made no changes to executives’ total direct compensation; § 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: § set the target for adjusted diluted EPS in alignment with the company’s board-approved 2024 financial plan; § approved annual cash incentive funding under the CEBP of 117.69% of the target set by the Compensation Committee, based on the company’s financial performance; § continued to award a mix of LTI comprising 60% PBRSUs and 40% stock options: § continued to award PBRSUs with cliff vesting and a three-year performance period to ensure executive focus on long-term performance; § to align executive pay with the strength of the company, continued to measure performance in the PBRSU design based on the extent to which ROTCE exceeds COE, as this ratio reflects the creation of financial value for stockholders; § continued the use of a threshold level of performance in the PBRSU design that provides a payout of 50% of the target when a minimum level of performance is achieved in alignment with the competitive practice of providing a below target award opportunity in the event of positive performance that does not meet the target level; and § approved payout under the PBRSUs vesting based on the three-year performance period from January 1, 2022 through December 31, 2024 (the 2022 PBRSU awards) at 176.84% of target based on the company’s financial performance as measured by ROTCE divided by COE for the performance period. |

  54. 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 | | | |

  55. Compensation Planning and the Decision-Making Process

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

  56. Compensation Planning and the Decision-Making Process

    | § advice from the CFO regarding performance criteria and goals for annual and long-term incentives; |

  57. 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 and industry survey data; |

  58. 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 |

  59. Compensation Planning and the Decision-Making Process

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

  60. 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:

  61. Peer Group

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

  62. Peer Group

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

  63. Peer Group

    There are a limited number of companies comparable to the company 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.

  64. Peer Group

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 47 |

  65. Peer Group

    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 2024, 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 2024 was:

  66. Peer Group

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

  67. Peer Group

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

  68. Peer Group

    | Banking | | | § Fifth Third Bank § PNC Financial Group | § Truist § U.S. Bancorp | | | 4 Peers |

  69. Peer Group

    | Custody and Processing | | | § Bank of New York Mellon § Discover Financial Services § Mastercard | § PayPal § State Street § Visa | | | 6 Peers |

  70. 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 has engaged Semler Brossy and approved all the terms of the engagement. In 2024, Semler Brossy performed the following key actions:

  71. Compensation Consultant

    | § attended and participated in each Compensation Committee meeting held during 2024; |

  72. Compensation Consultant

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

  73. Compensation Consultant

    | § advised on compensation for the CEO, Mr. Schwab, and Mr. Wurster’s package for transition into the CEO role, and the other executive officers; |

  74. Compensation Consultant

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

  75. Compensation Consultant

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

  76. Compensation Consultant

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

  77. Compensation Consultant

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

  78. 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 2024 did not identify any conflicts of interest or independence issues related to Semler Brossy’s services.

  79. Compensation Consultant

    | 48 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  80. 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 2024, 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 2024 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.

  81. Annual Cash Incentive

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 49 |

  82. Annual Cash Incentive

    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. For 2024, the Compensation Committee approved the following threshold, target, and maximum performance goals for adjusted diluted EPS in line with the company’s 2024 financial plan approved by the board, and the following result was achieved:

  83. Annual Cash Incentive

    | 2024 Annual Cash Incentive Performance Criterion and Result (1) 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. |

  84. Annual Cash Incentive

    When setting performance goals for incentive plans, the Compensation Committee uses the financial plan approved by the board in the first quarter of each year. The 2024 financial plan was set in consideration of many factors, including the headwinds on our business as interest rates begin to decline, the need to use higher-cost funding due to forecasted deposit levels, and trading revenue expectations. In consideration of these factors, the Compensation Committee approved the target goal for adjusted diluted EPS achievement at $2.76 for the year ended December 31, 2024. Given the challenging economic and market conditions at the time the goals were set for 2024, the target goal was designed to be challenging but achievable, with payout levels intended to encourage strong, focused performance on behalf of our clients. In January 2025, the Compensation Committee reviewed performance, certified a funding level of 117.69% based on an adjusted diluted EPS result of $3.25, 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.

  85. Annual Cash Incentive

    | 50 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  86. Annual Cash Incentive

    The Compensation Committee approved the following annual cash incentives for 2024:

  87. Annual Cash Incentive

    | Executive | 2024 Earned Salary | 2024 Target Annual Cash Incentive (%) | 2024 Target Annual Cash Incentive ($)(1) | 2024 Actual Annual Cash Incentive ($)(2) | | Walter W. Bettinger II | $1,500,000 | 375% | $5,625,000 | $6,620,062 | | Michael D. Verdeschi | $553,846 | 250% | $1,384,616 | $1,629,554 | | Peter B. Crawford | $725,000 | 200% | $1,450,000 | $1,706,505 | | Richard A. Wurster | $1,000,000 | 300% | $3,000,000 | $3,530,700 | | Charles R. Schwab | $900,000 | 250% | $2,250,000 | $2,648,025 | | Jonathan M. Craig | $775,000 | 200% | $1,550,000 | $1,824,195 | | Joseph R. Martinetto(3) | $762,500 | 300% | $1,837,500 | $2,162,554 |

  88. Annual Cash Incentive

    | (1) Target annual cash incentive equals base salary earned for 2024 multiplied by the target annual cash incentive percentage approved by the Compensation Committee for each NEO. |

  89. Annual Cash Incentive

    | (2) Actual annual cash incentive equals target annual cash incentive for 2024 multiplied by the funding level of 117.69% for each NEO. |

  90. Annual Cash Incentive

    | (3) Mr. Martinetto’s target annual cash incentive for 2024 was 300% from January 1, 2024 to June 30, 2024 and 150% from July 1, 2024 to December 31, 2024. |

  91. 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 2024, LTIs comprised 60% PBRSU grants and 40% stock option grants. In the first quarter of 2024, the Compensation Committee approved the following LTIs with a grant date of March 1, 2024 for the NEOs pursuant to the 2022 Stock Incentive Plan:

  92. Long-Term Incentives

    | Executive | 2024 PBRSUs ($) (60% of Award) | 2024 Stock Option ($) (40% of award) | 2024 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 | | Richard A. Wurster | $4,800,000 | $3,200,000 | $8,000,000 | | Charles R. Schwab | $3,000,000 | $2,000,000 | $5,000,000 | | Jonathan M. Craig | $1,980,000 | $1,320,000 | $3,300,000 | | Joseph R. Martinetto | $3,720,000 | $2,480,000 | $6,200,000 |

  93. Long-Term Incentives

    Separate from the above, on June 3, 2024, Mr. Verdeschi was granted RSUs valued at $4,350,000 as part of his new hire compensation package. Such RSUs vest over four years in equal increments on each anniversary of the grant date. The Compensation Committee made no year-over-year increases in LTI award amounts for 2024. 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 2024 will vest 25% annually over four years. Please see “Guidelines and Practices for Timing of Equity Awards” below for more information on our practices relating to the timing of option awards. 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 2024 PBRSU awards, the Compensation Committee approved a target performance goal based on the extent to which ROTCE exceeds COE for the three-year performance period from January 1, 2024 through December 31, 2026. The Compensation Committee believes the ratio of ROTCE over COE is appropriate for measuring long-term company performance because it reflects the creation of

  94. Long-Term Incentives

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 51 |

  95. Long-Term Incentives

    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. For 2024, the Compensation Committee determined that the calculation of ROTCE would include Accumulated Other Comprehensive Income (AOCI) in anticipation of regulatory changes that require the inclusion of AOCI in the Company’s capital requirements. Executives will be able to earn between zero and 200% of the target award based on the company’s performance. PBRSU awards granted in 2024 will be earned according to the following matrix:

  96. Long-Term Incentives

    | PBRSU Performance Matrix | | | | | ROTCE(1) Divided by COE(2) Result | | | Payout % | | | ≤ | 99.99% | 0% | | 100% | to | 149.9% | 50%-100% based on linear interpolation between threshold and target | | 150% | to | 470% | 100% | | >470% | to | 669.99% | 100%-200% based on linear interpolation between target and maximum | | ≥670% | > | | 200% |

  97. Long-Term Incentives

    | (1) For 2024, ROTCE is the simple average ROTCE 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 (defined as the balance of tangible common stockholders’ equity at the beginning of the calendar year plus the balance of tangible common stockholders’ equity at the end of the calendar year divided by two). Adjusted net income available to common stockholders equals net income available to common stockholders calculated in accordance with GAAP for the applicable performance period, adjusted to remove the after-tax impact of (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 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. |

  98. Long-Term Incentives

    | (2) 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). |

  99. Long-Term Incentives

    In determining whether performance goals have been met, the Compensation Committee excludes any gains or losses for items that, collectively, exceed a specified threshold level, 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.

  100. Long-Term Incentives

    | 52 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  101. Vesting of PBRSUs for the Performance Period Ended December 31, 2024

    | PBRSU Performance Matrix | | | | | ROTCE versus COE Result | | | Payout % | | | ≤ | 99.99% | 0% | | 100% | to | 324.99% | 100% | | 325% | to | 524.99% | ((Actual performance – 325%) / 2) + 100% | | | ≥ | 525% | 200% |

  102. 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 2024 Termination and Change in Control Benefits Table.

  103. Employment Agreement for Mr. Schwab

    Employment Agreement for Mr. Schwab The company and Mr. Schwab entered into an amended employment agreement, effective March 31, 2003, and stockholders approved the annual bonus provision contained therein. The amended agreement had an initial term of five years, and provides that as of each March 31, the term of the employment agreement is automatically extended by an additional year, under the same terms and conditions, unless beforehand either party provides notice to the other of an intention not to extend it. To address potential penalty taxes on deferred compensation pursuant to Section 409A of the Internal Revenue Code and associated regulations, the board and Mr. Schwab agreed to amendments to his employment agreement in 2008 to specify the timing of payments, establish definitions of triggering events that are consistent with Internal Revenue Service guidance under Section 409A, and delay certain payments until six months after Mr. Schwab terminates employment, as required by Section 409A for certain employees. The amended employment agreement provides for an annual base salary, subject to annual review by the board, and provides that Mr. Schwab will be entitled to participate in all compensation and fringe benefit programs made available to other executive officers, including stock-based incentive plans. Mr. Schwab’s bonus is determined under the CEBP, as described elsewhere in this Compensation Discussion and Analysis. The employment agreement prohibits Mr. Schwab from becoming associated with any business competing with the company during the term of the agreement and for a period of five years following a voluntary resignation of employment. However, that restriction does not apply if Mr. Schwab resigns his employment within 24 months of a change in control of the company.

  104. Guidelines and Practices for Timing of Equity Awards

    Guidelines and Practices for Timing of Equity Awards Our Equity Grant Policy prohibits manipulation of the timing of the grant of stock-based awards, including stock option awards, relative to the release of material nonpublic information. The company does not take material nonpublic information or the disclosure thereof into account when determining the timing and terms of option awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Our longstanding practice has been for the Compensation Committee to approve annual LTI grants (including stock options) to our directors and executive officers at each regularly scheduled January meeting of the Compensation Committee or, in limited cases involving the hiring of 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 acts. Generally, the grant date for the LTI awards (including stock options) for executive officers is on the first trading day of March, and non-employee directors receive annual RSU and option grants on the second business day after the annual meeting of stockholders. Under the terms of the company’s 2022 Stock Incentive Plan, the exercise price of options cannot be less than the closing price of company stock on the grant date. During 2024, the company did not grant stock options to any of its NEOs in any period beginning four business days prior to and ending one business day after the filing of a periodic report on Form 10-Q, Form 10-K or current report on Form 8-K that disclosed material nonpublic information.

  105. Recoupment Policies

    Recoupment Policies Pursuant to the SEC’s clawback rules regarding recovery of erroneously awarded compensation, as required by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the NYSE listing standards implementing those rules, the Compensation Committee approved in October 2023 the Section 16 Officer Incentive Compensation Recovery Policy. This 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 rules), including bonuses paid pursuant to the CEBP and PBRSUs paid under the company’s stock incentive plans. 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. The Compensation Committee reserves the right under the Executive Council Incentive Compensation Recovery Policy to reduce or cancel equity awards or require executives to disgorge any profit realized from equity awards in the event of certain securities law violations. The company also reserves the right to cancel equity awards of employees who are terminated for cause.

  106. Risk Assessment

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

  107. Risk Assessment

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

  108. Risk Assessment

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

  109. Risk Assessment

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

  110. Risk Assessment

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

  111. Risk Assessment

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

  112. Risk Assessment

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

  113. Risk Assessment

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

  114. Risk Assessment

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

  115. 2025 Annual Cash Incentives

    2025 Annual Cash Incentives In 2025, the Compensation Committee established a performance criterion matrix for 2025 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 2025 financial plan approved by the board.

  116. 2025 Annual Cash Incentives

    | 56 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  117. 2025 Long-Term Incentives

    2025 Long-Term Incentives In 2025, 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 3, 2025. 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, 2025 to December 31, 2027 and will be earned based on the level by which ROTCE exceeds COE.

  118. 2025 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, 2024 and the proxy statement on Schedule 14A. Compensation Committee of the Board of Directors Paula A. Sneed, Chair Joan T. Dea Frank C. Herringer |

  119. 2025 Long-Term Incentives

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 57 |

  120. 2025 Long-Term Incentives

    The following tables show compensation information for the NEOs: Walter W. Bettinger II, Co-Chairman and former CEO; Michael D. Verdeschi, Managing Director and CFO; Peter B. Crawford, former Managing Director and CFO; and the next three most highly compensated executive officers as of December 31, 2024.

  121. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  122. 2024 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Walter W. Bettinger II(6) Chief Executive Officer and Co-Chairman | 2024 2023 2022 | 1,500,000 1,500,000 1,484,615 | — — — | 10,950,021 10,950,019 10,200,043 | 7,300,016 7,300,015 6,800,011 | 6,620,062 4,104,000 5,885,200 | 18,460 17,710 16,460 | 26,388,559 23,871,744 24,386,329 | | Michael D. Verdeschi Managing Director and Chief Financial Officer | 2024 | 553,846 | — | 4,350,017 | — | 1,629,554 | 27,239 | 6,560,656 | | Peter B. Crawford(7) Former Managing Director and Chief Financial Officer | 2024 2023 2022 | 725,000 721,154 688,462 | — — — | 1,920,066 1,920,002 1,800,045 | 1,280,004 1,280,010 1,200,016 | 1,706,505 1,052,308 1,455,545 | 18,022 17,465 16,133 | 5,649,597 4,990,939 5,160,201 | | Richard A. Wurster(8) President | 2024 2023 2022 | 1,000,000 984,615 876,923 | — — — | 4,800,066 4,800,004 4,200,079 | 3,200,019 3,200,004 2,800,009 | 3,530,700 2,155,126 2,780,986 | 18,702 17,614 16,260 | 12,549,487 11,157,363 10,674,257 | | Charles R. Schwab(9) Co-Chairman | 2024 2023 2022 | 900,000 884,616 792,308 | — — — | 3,000,017 3,000,041 3,000,022 | 2,000,002 2,000,016 2,000,013 | 2,648,025 1,613,539 2,093,871 | 18,364 17,518 16,220 | 8,566,408 7,515,730 7,902,434 | | Jonathan M. Craig Managing Director and Head of Investor Services | 2024 | 775,000 | — | 1,980,008 | 1,320,016 | 1,824,195 | 18,247 | 5,917,466 | | Joseph R. Martinetto(10) Chairman of the Board of CSB and Former Managing Director and Chief Operating Officer | 2024 2023 2022 | 762,500 921,154 879,231 | — — — | 3,720,050 3,720,042 3,600,010 | 2,480,001 2,480,020 2,400,011 | 2,162,554 2,016,222 2,788,305 | 17,944 17,614 16,234 | 9,143,049 9,155,052 9,683,791 |

  123. 2024 Summary Compensation Table

    | (1) The position for each NEO is the position the NEO held on December 31, 2024. |

  124. 2024 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 2024 PBRSU awards on the grant date, assuming the performance conditions are met at 200% of the target award, would be: $21,900,041 for Mr. Bettinger; $3,840,133 for Mr. Crawford; $9,600,132 for Mr. Wurster; $6,000,033 for Mr. Schwab; $3,960,017 for Mr. Craig; and $7,440,099 for Mr. Martinetto. |

  125. 2024 Summary Compensation Table

    | PBRSUs awarded in 2024, 2023, and 2022 vest only upon satisfaction of the performance conditions of those awards. For the 2024, 2023, and 2022 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. |

  126. 2024 Summary Compensation Table

    | 58 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  127. 2024 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 22. 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, 2024. |

  128. 2024 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 22. 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, 2024. |

  129. 2024 Summary Compensation Table

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

  130. 2024 Summary Compensation Table

    | (5) The amounts shown in this column for 2024 include $17,500 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. |

  131. 2024 Summary Compensation Table

    | (6) Mr. Bettinger stepped down as CEO on December 31, 2024, and now serves as Co-Chairman of the Board. |

  132. 2024 Summary Compensation Table

    | (7) Mr. Crawford stepped down as Managing Director and CFO and an executive officer effective October 1, 2024. |

  133. 2024 Summary Compensation Table

    | (8) Mr. Wurster was appointed CEO and President effective January 1, 2025. |

  134. 2024 Summary Compensation Table

    | (9) Mr. Schwab has had an employment contract with the company since 1987, which was amended and restated in 2008. His employment contract is described in “Employment Agreement for Mr. Schwab.” |

  135. 2024 Summary Compensation Table

    | (10) Mr. Martinetto stepped down as Managing Director and COO and an executive officer effective June 28, 2024. |

  136. 2024 Summary Compensation Table

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 59 |

  137. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  138. 2024 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 | 1/23/2024 3/1/2024 3/1/2024 | — 1/23/2024 1/23/2024 | 2,812,500 — — | 5,625,000 — — | 11,250,000 — — | — — — | — 165,140 — | — 330,280 — | — — — | — — 382,400 | — — $66.47 | — 10,950,021 7,300,016 | | Michael Verdeschi | 5/20/2024 6/3/2024 | 4/11/2024 4/23/2024 | 692,308 — | 1,384,616 — | 2,769,232 — | — — | — — | — — | — 59,849 | — — | — — | — 4,350,017 | | Peter B. Crawford | 1/23/2024 3/1/2024 3/1/2024 | — 1/23/2024 1/23/2024 | 725,000 — — | 1,450,000 — — | 2,900,000 — — | — — — | — 28,957 — | — 57,914 — | — — — | — — 67,051 | — — $66.47 | — 1,920,066 1,280,004 | | Richard A. Wurster | 1/23/2024 3/1/2024 3/1/2024 | — 1/23/2024 1/23/2024 | 1,500,000 — — | 3,000,000 — — | 6,000,000 — — | — — — | — 72,391 — | — 144,782 — | — — — | — — 167,628 | — — $66.47 | — 4,800,066 3,200,019 | | Charles R. Schwab | 1/23/2024 3/1/2024 3/1/2024 | — 1/23/2024 1/23/2024 | 1,125,000 — — | 2,250,000 — — | 4,500,000 — — | — — — | — 45,244 — | — 90,488 — | — — — | — — 104,767 | — — $66.47 | — 3,000,017 2,000,002 | | Jonathan M. Craig | 1/23/2024 3/1/2024 3/1/2024 | — 1/23/2024 1/23/2024 | 775,000 — — | 1,550,000 — — | 3,100,000 — — | — — — | — 29,861 — | — 59,722 — | — — — | — — 69,147 | — — $66.47 | — 1,980,008 1,320,016 | | Joseph R. Martinetto | 1/23/2024 3/1/2024 3/1/2024 | — 1/23/2024 1/23/2024 | 918,750 — — | 1,837,500 — — | 3,675,000 — — | — — — | — 56,103 — | — 112,206 — | — — — | — — 129,911 | — — $66.47 | — 3,720,050 2,480,001 |

  139. 2024 Grants of Plan-Based Awards Table

    | (1) This column shows the date that the Compensation Committee or the independent directors acted 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. |

  140. 2024 Grants of Plan-Based Awards Table

    | (2) These columns show the range of possible payouts for annual cash incentive awards granted in 2024 under the CEBP. The actual annual cash incentive awards paid for 2024 performance under this plan are shown in the “non-equity incentive plan compensation” column of the 2024 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. |

  141. 2024 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 excluding AOCI divided by COE for the three-year performance period ending December 31, 2026 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. |

  142. 2024 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. |

  143. 2024 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, 2024 was $19.09. 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, 2024, which was $66.31. |

  144. 2024 Grants of Plan-Based Awards Table

    | 60 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  145. 2024 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, 2024). |

  146. 2024 Termination and Change in Control Benefits Table

    | The benefits payable to Mr. Schwab are based on the terms of his employment, license, and equity award agreements. The events triggering payments under his employment and license agreements are described more fully in “Employment Agreement for Mr. Schwab” and “License Agreement with Mr. Schwab.” |

  147. 2024 Termination and Change in Control Benefits Table

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

  148. 2024 Termination and Change in Control Benefits Table

    | Stock option and RSU agreements contain provisions for accelerated vesting due to a change in control, death or disability, or retirement, and these accelerated amounts are included in amounts shown for “change in control,” “death or disability,” and “retirement or voluntary resignation.” As of December 31, 2024, Mr. Bettinger, Mr. Crawford, Mr. Schwab, and Mr. Martinetto met the eligibility criteria for retirement under certain existing equity award agreements. |

  149. 2024 Termination and Change in Control Benefits Table

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

  150. 2024 Termination and Change in Control Benefits Table

    | “Retirement” means any termination of employment of an NEO for any reason other than death at any time after the NEO has attained (i) age 55, but only if, at the time of such termination, the NEO has been credited with at least ten years of service under the SchwabPlan Retirement Savings and Investment Plan (years of service), or (ii) age 65, but only if, at the time of such termination, the NEO has been credited with at least five years of service. |

  151. 2024 Termination and Change in Control Benefits Table

    | (2) For stock options, the amounts are based on the spread between the exercise price and the closing price of a share of company common stock on December 31, 2024 ($74.01), multiplied by the number of shares subject to accelerated vesting. For RSUs, the amounts are based on the closing price of a share of company common stock on December 31, 2024 ($74.01), multiplied by the number of shares subject to accelerated vesting. For the 2022 PBRSUs with the performance period ended December 31, 2024, the amount is based on $74.01 multiplied by the number of shares granted at 176.84% of the target based on the achievement of performance goals. For the 2023 and 2024 PBRSUs, the amounts are based on $74.01 multiplied by the target number of shares that would vest to the extent not already forfeited, under accelerated vesting provisions (in the case of death, disability, or change in control), or the number of target shares that will continue to vest, to the extent not already forfeited, under continued vesting provisions (in the case of retirement or severance under the Severance Plan) subject to achievement of performance goals established at the time such awards were granted. |

  152. 2024 Termination and Change in Control Benefits Table

    | (3) Includes a base salary payable under the Severance Plan for the severance period and a 60-day notice period. Under the terms of the Severance Plan, an executive officer is eligible to receive a lump-sum severance benefit equal to base salary (at the December 31, 2024 rate, except for Mr. Martinetto, whose salary is as of June 28, 2024, the effective date of his retirement as Managing Director and COO) for a specified period (a minimum of seven months and a maximum of 12 months) based upon years of service. In addition, the Severance Plan provides for base salary during the 60-day notice period. To receive the lump-sum severance benefit, an employee must execute a severance agreement that provides the company and its affiliates with a general release and waiver of claims. |

  153. 2024 Termination and Change in Control Benefits Table

    | (4) Under equity award agreements, if the employee meets the eligibility criteria for retirement at the time of termination, stock options awards will fully vest and become exercisable, RSUs will vest and become payable, and PBRSUs will continue to vest and may be earned based on the achievement of the related performance goals. |

  154. 2024 Termination and Change in Control Benefits Table

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

  155. 2024 Termination and Change in Control Benefits Table

    | (6) Under equity award agreements, in the event of a change in control of the company, death, or disability, stock option awards will fully vest and become exercisable and RSUs and PBRSUs will vest and become payable as of the termination date; PBRSUs will be paid at target. |

  156. 2024 Termination and Change in Control Benefits Table

    | (7) Under the Severance Plan, the portion of stock option awards that would have vested during the severance period after termination will become vested and exercisable, the portion of RSUs that would have vested during the severance period after termination will vest and become payable as of the termination date, and PBRSUs that may vest during the severance period after termination will continue to vest and may be earned based on the achievement of related performance goals. |

  157. 2024 Termination and Change in Control Benefits Table

    | (8) Under Mr. Schwab’s employment agreement, includes 36 months of salary (at the December 31, 2024 rate of $900,000) and bonus (at 2024 cash incentive of $2,648,025 under the CEBP), to be paid in 36 monthly installments. |

  158. 2024 Termination and Change in Control Benefits Table

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

  159. 2024 Termination and Change in Control Benefits Table

    | (10) Under Mr. Schwab’s employment and license agreements, includes annual installments of $5,951,789 (which represents $2.0 million adjusted to the consumer price index from 1987 as specified in his license agreement) for 15 years, estimated cost of security and personal driver, office space, and secretarial support for 36 months of $1,411,423, and health care benefits for 36 months in the total amount of $66,793. |

  160. 2024 Termination and Change in Control Benefits Table

    | (11) Under Mr. Schwab’s employment agreement, represents a lump-sum death benefit payable to Mr. Schwab’s estate in an amount equal to five times annual salary (at the December 31, 2024 rate of $900,000). |

  161. 2024 Termination and Change in Control Benefits Table

    | (12) Under Mr. Schwab’s license agreement, represents annual installments of $5,951,789 for 15 years payable to Mr. Schwab or his estate. For termination in the event of disability, under Mr. Schwab’s employment agreement, also includes health care benefits for 36 months in the total amount of $66,793. |

  162. 2024 Termination and Change in Control Benefits Table

    | (13) Under Mr. Schwab’s employment agreement, represents 36 months of annual salary (at the December 31, 2024 rate of $900,000) to be paid in monthly installments. Mr. Schwab is also eligible to receive a prorated bonus in the year disability occurs. The prorated bonus is not included in the amount shown, as Mr. Schwab’s full bonus amount for 2024 is included in the 2024 SCT and the company would incur no additional expense for payment in connection with such termination. |

  163. 2024 Termination and Change in Control Benefits Table

    | (14) Under Mr. Schwab’s employment agreement, represents 60 monthly installments of $56,250 in the event that Mr. Schwab elects to provide consulting services following a voluntary resignation, or resignation or termination after a change in control. In this scenario Mr. Schwab is also eligible to receive a prorated bonus in the year in which resignation or termination occurs. The prorated bonus is not included, as it is already included in the amount shown, as Mr. Schwab’s full bonus amount for 2024 is included in the 2024 SCT and the company would incur no additional expense for a payment in connection with such resignation or termination. |

  164. 2024 Termination and Change in Control Benefits Table

    | 62 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  165. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024

  166. Outstanding Equity Awards as of December 31, 2024

    | | 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 | 464,629 324,924 285,896 405,187 361,758 203,713 152,057 83,219 | 67,905 152,058 249,659 382,400(2) (3) (4) (5) | 26.39 42.99 52.05 46.81 41.98 64.10 77.86 77.41 66.47 | 3/1/2026 3/1/2027 3/1/2028 3/1/2029 3/2/2030 3/1/2031 3/1/2032 3/1/2033 3/1/2034 | 225,296(6) | 9,428,948 | 306,897(7)(8) | 22,713,447 | | Michael D. Verdeschi | | | | | 59,849(9) | 4,429,424 | | | | Peter B. Crawford | 1,276 29,977 28,670 11,191 31,767 50,649 51,680 64,852 26,834 14,592 | 21,618 26,834 43,776 67,051(2) (3) (4) (5) | 34.70 26.39 42.99 39.70 52.05 46.81 41.98 64.10 77.86 77.41 66.47 | 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 3/1/2034 | 39,759(6) | 1,663,967 | 53,813(7)(8) | 3,982,700 | | Richard A. Wurster | 4,956 26,069 37,899 47,304 62,612 36,479 | 15,769 62,612 109,440 167,628(2) (3) (4) (5) | 46.39 41.63 41.98 64.10 77.86 77.41 66.47 | 11/1/2028 6/3/2029 3/2/2030 3/1/2031 3/1/2032 3/1/2033 3/1/2034 | 107,753(6)(10) | 4,991,456 | 134,531(7)(8) | 9,956,639 | | Charles R. Schwab | 180,506 179,857 126,147 109,594 149,919 134,367 68,667 44,723 22,800 | 22,890 44,723 68,400 104,767(2) (3) (4) (5) | 30.17 26.39 42.99 52.05 46.81 41.98 64.10 77.86 77.41 66.47 | 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 3/1/2034 | 66,264(6) | 2,773,229 | 84,082(7)(8) | 6,222,909 |

  167. Outstanding Equity Awards as of December 31, 2024

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 65 |

  168. Outstanding Equity Awards as of December 31, 2024

    | | 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) ($) | | Jonathan M. Craig | 38,227 39,708 13,124 87,116 82,688 74,771 28,623 15,048 | 24,924 28,623 45,144 69,147(2) (3) (4) (5) | 42.99 52.05 50.41 46.81 41.98 64.10 77.86 77.41 66.47 | 3/1/2027 3/1/2028 4/2/2028 3/1/2029 3/2/2030 3/1/2031 3/1/2032 3/1/2033 3/1/2034 | 42,410(6) | 1,774,908 | 55,494(7)(8) | 4,107,111 | | Joseph R. Martinetto | 71,474 24,607 131,686 111,973 125,890 53,667 28,272 | 41,964 53,668 84,816 129,911(2) (3) (4) (5) | 52.05 50.41 46.81 41.98 64.10 77.86 77.41 66.47 | 3/1/2028 4/2/2028 3/1/2029 3/2/2030 3/1/2031 3/1/2032 3/1/2033 3/1/2034 | 79,516(6) | 3,327,860 | 104,262(7)(8) | 7,716,431 |

  169. Outstanding Equity Awards as of December 31, 2024

    | (1) Represents the market value of unvested RSUs or PBRSUs held as of December 31, 2024 based on the closing price of a share of common stock of $74.01 on December 31, 2024. |

  170. Outstanding Equity Awards as of December 31, 2024

    | (2) 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. |

  171. Outstanding Equity Awards as of December 31, 2024

    | (3) 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. |

  172. Outstanding Equity Awards as of December 31, 2024

    | (4) 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. |

  173. Outstanding Equity Awards as of December 31, 2024

    | (5) These non-qualified stock options under the 2022 Stock Incentive Plan have a grant date of March 1, 2024 and vest in four equal annual installments beginning on the first anniversary of the grant date. |

  174. Outstanding Equity Awards as of December 31, 2024

    | (6) 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. The shares underlying the PBRSU awards granted on March 1, 2022 were paid based on an achievement of performance goals of 176.84% as follows: |

  175. Outstanding Equity Awards as of December 31, 2024

    | Name | Vesting Date | Number of Units | | Walter W. Bettinger II | 3/1/2025 | 225,296 | | Peter B. Crawford | 3/1/2025 | 39,759 | | Richard A. Wurster | 3/1/2025 | 92,770 | | Charles R. Schwab | 3/1/2025 | 66,264 | | Jonathan M. Craig | 3/1/2025 | 42,410 | | Joseph R. Martinetto | 3/1/2025 | 79,516 |

  176. Outstanding Equity Awards as of December 31, 2024

    | 66 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  177. Outstanding Equity Awards as of December 31, 2024

    | (7) 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: |

  178. Outstanding Equity Awards as of December 31, 2024

    | Name | Vesting Date | Number of Units | | Walter W. Bettinger II | 3/1/2026 | 141,757 | | Peter B. Crawford | 3/1/2026 | 24,856 | | Richard A. Wurster | 3/1/2026 | 62,140 | | Charles R. Schwab | 3/1/2026 | 38,838 | | Jonathan M. Craig | 3/1/2026 | 25,633 | | Joseph R. Martinetto | 3/1/2026 | 48,159 |

  179. Outstanding Equity Awards as of December 31, 2024

    | (8) Includes PBRSU awards under the 2022 Stock Incentive Plan with a grant date of March 1, 2024 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: |

  180. Outstanding Equity Awards as of December 31, 2024

    | Name | Vesting Date | Number of Units | | Walter W. Bettinger II | 3/1/2027 | 165,140 | | Peter B. Crawford | 3/1/2027 | 28,957 | | Richard A. Wurster | 3/1/2027 | 72,391 | | Charles R. Schwab | 3/1/2027 | 45,244 | | Jonathan M. Craig | 3/1/2027 | 29,861 | | Joseph R. Martinetto | 3/1/2027 | 56,103 |

  181. Outstanding Equity Awards as of December 31, 2024

    | (9) Includes time-based RSUs under the 2022 Stock Incentive Plan with a grant date of June 3, 2024 and vest in four equal annual installments beginning on the first anniversary of the grant date. Future vesting for these RSUs is as follows: |

  182. Outstanding Equity Awards as of December 31, 2024

    | Name | Vesting Date | Number of Units | | Michael D. Verdeschi | 6/3/2025 | 14,962 | | | 6/3/2026 | 14,962 | | | 6/3/2027 | 14,962 | | | 6/3/2028 | 14,963 |

  183. Outstanding Equity Awards as of December 31, 2024

    | (10) 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: |

  184. Outstanding Equity Awards as of December 31, 2024

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

  185. Outstanding Equity Awards as of December 31, 2024

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 67 |

  186. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table

  187. 2024 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 | — | — | 251,296 | 16,675,048 | | Michael D. Verdeschi | — | — | — | — | | Peter B. Crawford | 32,597 | 1,523,080 | 80,000 | 5,308,496 | | Richard A. Wurster | — | — | 73,337 | 4,950,701 | | Charles R. Schwab | 200,957 | 8,073,328 | 84,706 | 5,620,768 | | Jonathan M. Craig | 4,977 | 217,086 | 92,236 | 6,120,430 | | Joseph R. Martinetto | — | — | 155,296 | 10,304,852 |

  188. 2024 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. |

  189. 2024 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 business day prior to the vesting date. |

  190. 2024 Nonqualified Deferred Compensation Table

    2024 Nonqualified Deferred Compensation Table

  191. 2024 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 | — | 4,089,890 | — | 28,010,532(4) | | Charles R. Schwab | DCP1 | — | 7,174,984 | — | 47,016,698(5) | | Jonathan M. Craig | DCP2 | — | 293,853 | — | 2,013,134 |

  192. 2024 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. Craig participate in the DCP2 only. No NEOs participating in the deferred compensation plans made contributions to the deferred compensation plans in 2024. Mr. Verdeschi, Mr. Crawford, Mr. Wurster, and Mr. Martinetto did not participate in the company’s deferred compensation plans. |

  193. 2024 Nonqualified Deferred Compensation Table

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

  194. 2024 Nonqualified Deferred Compensation Table

    | (3) The earnings reported in this column are not above-market or preferential and therefore are not reported in the 2024 SCT. |

  195. 2024 Nonqualified Deferred Compensation Table

    | (4) For Mr. Bettinger, includes prior executive contributions of $19,746,990 and aggregate plan earnings of $8,263,542. |

  196. 2024 Nonqualified Deferred Compensation Table

    | (5) For Mr. Schwab, includes prior executive contributions of $6,513,138 and aggregate plan earnings of $40,503,560. |

  197. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio account maintained for each participant. Amounts credited to deferral accounts are adjusted periodically to reflect earnings and losses (calculated based on the market return of investment options selected by participants that the company makes available under the plans). Investment options available under the plans are listed mutual funds and the Schwab Managed Retirement Trust Funds. Participants may make investment changes at any time. With certain exceptions, deferral accounts are paid or commence payment upon a fixed payment date, as elected by the participant, or upon the participant’s retirement. Participants generally may elect that payments be made in a single lump sum or in annual installments over a period of four, five, ten, or 15 years. However, payment will be made in a lump sum after a change in control of the company or upon a termination of a participant’s employment for any reason other than retirement.

  198. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio The following is a reasonable estimate, calculated in accordance with SEC rules, of the ratio of the 2024 annual total compensation of the company’s median employee to the 2024 annual total compensation of Mr. Bettinger, the CEO during 2024:

  199. 2024 CEO Pay Ratio

    | § the annual total compensation of the median employee, calculated in accordance with SCT rules, was $125,038; |

  200. 2024 CEO Pay Ratio

    | § the annual total compensation of the CEO, as reported in the 2024 SCT, was $26,388,559; and |

  201. 2024 CEO Pay Ratio

    | § the ratio of the annual total compensation of the CEO to the annual total compensation of the median employee was 211 to 1. |

  202. 2024 CEO Pay Ratio

    For 2024, the company selected a new median employee because it had used the same median employee for the three prior years. To identify the company’s median employee in 2024, the company used internal records to determine the employee population as of December 31, 2024, which equaled 32,214 individuals, including full-time, part-time, temporary, and seasonal employees. Of the 32,214 individuals represented on our compensation and benefits platforms, 32,175 were employed in the United States and 39 outside the United States. The company’s 39 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 (16 employees); Singapore (13 employees); India (one employee); and the United Kingdom (nine 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 32,174 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.

  203. 2024 CEO Pay Ratio

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 69 |

  204. 2024 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.

  205. 2024 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 | | | Adjusted Diluted Earnings Per Common Share (EPS) 6 | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income 5 (000s) | | | 2024 | $26,388,559 | $29,406,845 | $8,064,444 | $8,950,965 | $167 | $217 | $5,942 | $3.25 | | 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 |

  206. 2024 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 2024, 2023, 2022 and 2021; Jonathan M. Craig was an NEO for 2024 and 2020; and Michael D. Verdeschi was an NEO for 2024. |

  207. 2024 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. |

  208. 2024 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: |

  209. 2024 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 | | 2024 | CEO | $26,388,559 | $18,250,037 | $19,425,742 | $2,794,556 | ($ | 951,975) | — | $29,406,845 | | | Other NEOs | $8,064,444 | $5,008,378 | $5,597,607 | $694,210 | ($ | 252,100) | $155,182 | $8,950,965 |

  210. 2024 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 2024 SCT. See the footnotes to the 2024 SCT for further detail regarding the amounts in this column. |

  211. 2024 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. |

  212. 2024 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. |

  213. 2024 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,” of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, assuming an initial investment of $100 in the company’s common stock on December 31, 2019 and reinvestment of dividends. |

  214. 2024 CEO Pay Ratio

    | (5) Net Income as reported in Part II, Item 8, “Financial Statements and Supplementary Data—Consolidated Statements of Income” of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  215. 2024 CEO Pay Ratio

    | 70 | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT |

  216. 2024 CEO Pay Ratio

    | (6) Adjusted Diluted EPS as reported on page 28 of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 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. |

  217. 2024 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 2024. 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.

  218. 2024 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 |

  219. 2024 CEO Pay Ratio

    | THE CHARLES SCHWAB CORPORATION 2025 PROXY STATEMENT | 71 |

  220. 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 3, 2025. As of March 3, 2025, there are no RSUs held by directors and no PBRSUs held by executive officers that vest within 60 days. |