DEF 14A

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the

Regis

trant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

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

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

The Charles Schwab Corporation

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules

14a-6(i)(1)

and

0-11

LOGO

March 31, 2023

Dear Fellow Stockholders,

We cordially invite you to attend our 2023 Annual Meeting of Stockholders to be held on Thursday, May 18, 2023, at 11:00 a.m. Central Time. The annual meeting will be held via the internet at www.schwabevents.com/corporation. Please follow the registration instructions as outlined in this proxy statement to attend the meeting virtually via the internet.

At the annual meeting, we will conduct the items of business outlined in this proxy statement. We also will report on our corporate performance in 2022 and answer questions.

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

We look forward to your participation.

Sincerely,





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

TABLE OF CONTENTS


Notice of 2023 Annual Meeting of Stockholders			ii

Proxy Statement Summary			iii

Corporate Governance			1

Governance Overview			1

The Board of Directors			1

Board Leadership			2

Director Independence			2

Board Structure and Committees			3

Board Qualifications and Composition			6

Environmental, Social, and Governance Practices			10

Proposal One: Election of Directors			11

Director Nominees and Continuing Directors			11

Director Nominations			28

Communications With the Board of Directors			28

Director Compensation			29

Proposal Two: Ratification of the Selection of Independent Auditors			33

Auditor Fees			33

Audit Committee Report			35

Proposal Three: Advisory Approval of Named Executive Officer Compensation			36

Compensation Discussion and Analysis			36

Compensation Committee Report			53

Executive Compensation Tables			54

2022 Summary Compensation Table			54

2022 Grants of Plan-Based Awards Table			55

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

2022 Termination and Change in Control Benefits Table			59

Outstanding Equity Awards as of December 31, 2022			62

2022 Option Exercises and Stock Vested Table			65

2022 Nonqualified Deferred Compensation Table			66

2022 CEO Pay Ratio			67

Pay Versus Performance			68

Securities Authorized for Issuance Under Equity Compensation Plans			71

Proposal Four: Frequency of Advisory Vote on Named Executive Officer Compensation			72

Security Ownership of Certain Beneficial Owners and Management			73

Transactions with Related Persons			75

Proposals Five and Six: Stockholder Proposals			78

Voting Procedures and Other Information			86

Appendix A: Non-GAAP Financial Measures			A-1


THE CHARLES SCHWAB CORPORATION PROXY STATEMENT		i

Notice of 2023 Annual Meeting of Stockholders


		NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

Date:		Thursday, May 18, 2023

Time:		11:00 a.m. Central Time

Location:		www.schwabevents.com/corporation

Agenda:		· elect five directors for three-year terms; · vote to ratify the selection of independent auditors; · vote for the approval, on an advisory basis, of compensation of named executive officers; · vote on the frequency of the advisory vote on named executive officer compensation; · vote on two stockholder proposals, if properly presented; and · consider any other business properly coming before the meeting.

Stockholders who owned shares of our voting common stock at the close of business on March 20, 2023 are entitled to attend and vote at the meeting and any adjournment or postponement of the meeting. A complete list of registered stockholders will be available during the 10 days prior to the meeting at our principal executive offices at 3000 Schwab Way, Westlake, Texas 76262.

By Order of the Board of Directors,

PETER J. MORGAN III

MANAGING DIRECTOR,
GENERAL COUNSEL AND

CORPORATE SECRETARY

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

Stockholders to be Held on May 18, 2023. The proxy statement and annual report to

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

www.aboutschwab.com.


	ii			THE CHARLES SCHWAB CORPORATION PROXY STATEMENT

Proxy Statement Summary

PROXY STATEMENT SUMMARY

The Board of Directors (the board) of The Charles Schwab Corporation (the company) is making the solicitation for proxies to be voted at the 2023 Annual Meeting of Stockholders to be held on May 18, 2023 (the annual meeting). These proxy materials were first made available to stockholders on or about March 31, 2023.

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

ANNUAL MEETING OF STOCKHOLDERS


Date:		Thursday, May 18, 2023
Time:		11:00 a.m. Central Time
Location:		www.schwabevents.com/corporation
Record Date:		March 20, 2023
Voting:		Stockholders as of the record date are entitled to vote. Each share of voting common stock is entitled to one vote.*
Registration:		Please follow the advance registration instructions contained in the proxy statement on page 86.

Unless otherwise specified, references to “common stock” in this proxy statement do not include non-voting common stock.

VOTING PROPOSALS


	Board Recommendation	Page

Election of Directors

Marianne C. Brown	For	13

Frank C. Herringer	For	18

Gerri K. Martin-Flickinger	For	20

Todd M. Ricketts	For	22

Carolyn Schwab-Pomerantz	For	26

Ratification of Independent Auditors	For	33

Advisory Approval of Named Executive Officer (NEO) Compensation	For	36

Frequency of Advisory Vote on NEO Compensation	One Year	72

Stockholder Proposal on Pay Equity Disclosure	Against	78

Stockholder Proposal on Discrimination Risk Oversight and Impact	Against	83

HOW TO VOTE


THE CHARLES SCHWAB CORPORATION PROXY STATEMENT		iii

Proxy Statement Summary

DIRECTOR NOMINEES

We ask that you vote for the election of Marianne C. Brown, Frank C. Herringer, Gerri K. Martin-Flickinger, Todd M. Ricketts, and Carolyn Schwab-Pomerantz. The following table provides summary information on these nominees. Complete biographical information is contained in the proxy statement.

Name

Age

Director
Since

Occupation

Skills

Independent

Committees

Marianne C. Brown

2020

Former Co-Chief Operating Officer of Fidelity National Information Services, Inc.

Public company knowledge and financial technology expertise

Risk

Frank C. Herringer

1996

Retired Chairman and Chief Executive Officer, Transamerica Corporation (Transamerica)

Public company knowledge and leadership experience

Compensation,

Nominating and Corporate Governance

Gerri K. Martin-Flickinger

2020

Former Executive Vice President and Chief Technology Officer of Starbucks Corporation

Public company executive and cybersecurity experience

Audit

Todd M. Ricketts

2020

Former member of the Board of Directors of TD Ameritrade Holding Corporation (TD Ameritrade)

Business management and financial experience

Audit

Carolyn Schwab-Pomerantz

2022

Chair and President of Charles Schwab Foundation

Financial services industry experience and ESG expertise

Risk

INDEPENDENT AUDITORS

We ask that you ratify the appointment of Deloitte & Touche LLP and the member firms of Deloitte Touche Tohmatsu Limited (collectively referred to as Deloitte) as the company’s independent registered public accounting firm for the 2023 fiscal year. While the Audit Committee has the sole authority to retain the independent auditors, we are asking for your ratification as part of the Audit Committee’s evaluation process of the independent registered public accounting firm for the next fiscal year.

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


	2022			2021
	(amounts in millions)
Audit Fees		$	11.2		$	11.2

Audit-Related Fees			4.2			4.5

Tax Fees			0.1			1.4

All Other Fees			—			—

Total		$	15.5		$	17.1


	iv			THE CHARLES SCHWAB CORPORATION PROXY STATEMENT

Proxy Statement Summary

EXECUTIVE COMPENSATION

We ask that you approve, on an advisory basis, the compensation of our NEOs. The NEOs are those executive officers listed in the 2022 Summary Compensation Table (the 2022 SCT). The advisory approval of NEO compensation is required by federal law, and while the vote is not binding, the Compensation Committee considers the vote as part of its evaluation of executive compensation programs.

2022 Executive Compensation Highlights

Our management’s effective execution of our “Through Clients’ Eyes” strategy in 2022 led to healthy performance in the midst of a challenging economic backdrop. We had core net new assets of $428 billion, representing a full-year organic growth rate of 5%, and total client assets ended the year at $7.05 trillion, as the company’s asset gathering was offset by $1.5 trillion in lower market values over the past 12 months. Our operating performance supported strong financial results that highlight the resiliency of our diversified financial model, including net income of $7.2 billion and a pre-tax profit margin of 45.2%, or 50.0% on an adjusted basis. Diluted earnings per share (EPS) was $3.50 on a Generally Accepted Accounting Principles in the U.S. (GAAP) basis and $3.90 on an adjusted basis, Return on Common Equity (ROCE) was 18%, and Return on Tangible Common Equity (ROTCE) was 42%. For reconciliation of our results as reported under GAAP to non-GAAP financial measures, including diluted EPS to adjusted diluted EPS, ROCE to ROTCE, and pre-tax profit margin to adjusted pre-tax profit margin, please see Appendix A on page A-1.

The company’s compensation programs are designed to link pay to the long-term performance of the company. Key elements of 2022 compensation included:


Element	Form	Terms	Objectives

Base Salary	· Cash	· Reviewed annually	· Attract, motivate, and retain executives · Use effective governance and risk management practices

Annual Incentives	· Cash	· Subject to satisfaction of performance criteria	· Attract, motivate, and retain executives · Reward executives for individual performance · Link pay with company financial performance · Use effective governance and risk management practices

Long-term Incentives	· Performance-based restricted stock units · Stock options	· Restricted stock units with cliff-vesting based on a three-year performance period, subject to satisfaction of performance criteria · Stock options generally vest 25% per year and have a ten-year term	· Attract, motivate, and retain executives · Reward executives for individual performance · Link pay with company financial performance · Align with long-term interests of stockholders and stock price performance · Use effective governance and risk management practices


THE CHARLES SCHWAB CORPORATION PROXY STATEMENT		v

Proxy Statement Summary

Given the company’s financial performance in 2022, the Compensation Committee approved funding at 105.71% of the target award for the NEOs for annual cash incentives. The performance goal for performance-based restricted stock units (PBRSUs) granted in 2022 was set at ROTCE equaling or exceeding the Cost of Equity (COE); this aligns the executives’ incentives with the long-term interests of stockholders. The PBRSUs have cliff-vesting based on a three-year performance period.

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

2022 SUMMARY COMPENSATION

Name and Principal Position

Salary
($)

During the Meeting

Go to www.proxypush.com/schw and follow the instructions on the website.

Call (866) 833-3382 and follow the instructions on your proxy card or your voting instruction form

Sign, date and mail your proxy card or your voting instruction form

While we encourage you to vote before the meeting, stockholders may vote online during the meeting by following the instructions on page 87.

SEC Form DEF 14A filed by Charles Schwab Corporation