If we wanted to work from home, we had to supply those. The network and phones are not working as effectively as we'd expect. They have to limit video conferencing. On March 13, Bettinger initially sent an email telling staffers they couldn't work from home citing his firm's inadequate technology. But, less than a week later on Mar. At Fidelity, the culture of working from home leaped forward in , says Nicole Abbott, Fidelity spokeswoman.
Governors of various states are in accord with the regulations, as well, according to an investment management alert from the Wagner Law Group. Check it out here. Walter Bettinger. Included in the wholesale reduction of the Omaha, Neb. Toggle navigation. Schwab employees cite outdated phone systems, using vacation days to stay safe and confusion, but firm says CEO is contending with unrevealed Homeland Security regs that supersede germ fears April 1, — AM by By Lisa Shidler Brooke's Note: This article is now our third attempt to define a very difficult situation at The Charles Schwab Corp.
A ll of TD Ameritrade's branches were closed two weeks ago. Related Moves. Share your thoughts and opinions with the author or other readers. It really baffles me that Schwab employees should have to use their vacation time in order to protect themselves. Schwab does not have physical needs on site for employees. They're not a janitorial company, not a landscaping company, not a construction company, or anything else that requires a person to be on site.
Unfortunately Schwab is stuck like many other old school corporations and other sectors that are far behind the times. Again is baffling to me considering Schwab has been claiming they are the technical leader in our industry. How many years now have we been talking about readiness? How many years have we been talking about disaster recovery? It is absolutely mystifying as to why Schwab is not prepared. However it is completely understandable why they are suffering so badly now.
Nothing could go wrong there. We also have to share headsets and other equipment. Even for those of us who are working from home, we are pressured every single day by all of the managers and directors to hit service levels while working from home. Schwab doesn't want people to work from home because then they might read RIABiz.
Herringer is a nominee for election this year. Table of Contents Mr. Herringer brings public company knowledge and leadership experience to the board, having served as Chief Executive Officer of Transamerica, and his service at Transamerica and AEGON contribute to his knowledge of the financial services industry. Herringer brings insights to the board from his service on other public company boards.
McLin is a nominee for election this year. Sarin, age 59, served as Chief Executive Officer of Vodafone Group Plc, a mobile telecommunications company, from until his retirement in Beginning in , he held a variety of management positions with Pacific Telesis Group, a telecommunications company, and AirTouch Communications, Inc.
In , Mr. He served as a non-executive director of the Court of the Bank of England from until May He currently serves as senior advisor for KKR. Sarin is a director of Cisco Systems, Inc. Sarin brings public company knowledge and leadership experience to the board, having served as President and Chief Operating Officer of AirTouch Communications, Inc.
He brings insights to the board from his service on other public company boards. Schwab, age 76, has been Chairman and a director of The Charles Schwab Corporation since its incorporation in Schwab served as Chief Executive Officer of the company from to and from until He served as Co-Chief Executive Officer of the company from to Schwab is the founder of the company, was the Chief Executive Officer of the company, and has been the Chairman since its inception.
Sneed is a director of Airgas, Inc. She brings insights to the board through her service on other public company boards. Walther, age 78, has served as Chairman and Chief Executive Officer of Tusker Corporation, a real estate and business management company, since Walther served as Chairman and a director of First Republic Bank from until Walther is a nominee for election this year.
Wilson is a nominee for election this year. He brings insights to the board as a director of other public company boards. We have considered the independence of each member of the board in accordance with New York Stock Exchange corporate governance standards. To assist us in our determination, we also adopted general guidelines for independence.
Based on our guidelines and New York Stock Exchange corporate governance standards, we have determined that the following directors are independent: Nancy H. Bechtle, C. Preston Butcher, Stephen A. Ellis, Mark A. Goldfarb, Frank C. Sneed, Roger O. Walther, and Robert N. These transactions with directors and their affiliates are made in the ordinary course of business and to the extent permitted by the Sarbanes-Oxley Act of Such transactions are on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the lender and do not involve more than the normal risk of collectability or present other unfavorable features.
In addition to the relationships outlined above, the board considered the following types of relationships for the following directors:. Nancy H. Bechtle: The director serves as a director of a nonprofit organization to which the company, its affiliates or its charitable foundation have made donations. Mark A. Goldfarb: The director serves as a director of a nonprofit organization to which the company, its affiliates or its charitable foundation have made donations.
Arun Sarin: The director serves as a director of a public company to which the company has made payments. Paula A. Sneed: The director serves as a director of a nonprofit organization to which the company, its affiliates or its charitable foundation have made donations. Board Leadership. The Chairman of the Board is Charles R.
Bettinger serves as Chief Executive Officer. The Chairman of the Board approves the agenda for board meetings and leads the board in its discussions. Schwab and Mr. Bettinger, as the only two management directors, do not. Table of Contents participate in sessions of non-management directors.
As provided in our Corporate Governance Guidelines, non-management directors meet regularly in executive session without management. The Chairman of the Nominating and Corporate Governance Committee presides over the executive sessions of non-management directors. Herringer, as Chairman of the Nominating and Corporate Governance Committee in , led the non-management directors in executive session.
The board has four standing committees Audit, Compensation, Nominating and Corporate Governance, and Risk that are composed entirely of independent directors and are chaired by independent directors. Risk Oversight. As part of its oversight functions, the Board of Directors is responsible for oversight of risk management at the company. The Compensation Committee, as described in the Compensation Discussion and Analysis, separately reviews the compensation program with respect to incentives for risk-taking by employees.
Board Structure and Committees. The authorized number of directors is currently twelve and the company has twelve directors. Four directors are nominees for election this year and eight directors will continue to serve the terms described in their biographies. Directors currently serve staggered terms. Each director who is elected at an annual meeting of stockholders serves a three-year term, and the directors are divided into three classes.
The board held seven meetings in As provided in our Corporate Governance Guidelines, we expect directors to attend the annual meeting of stockholders. In , all twelve directors attended the annual meeting. In addition to those standing committees, the board may from time to time establish ad hoc committees to assist in various matters. The Audit Committee held twelve meetings in and is composed of the following members: Mark A.
Preston Butcher, and Arun Sarin. None of the directors on the Audit Committee is or has been an employee of The Charles Schwab Corporation or any of its. Table of Contents subsidiaries. None of the Audit Committee members simultaneously serves on the audit committees of more than three public companies, including ours. The board has determined that all of the members of the Audit Committee are financially literate in accordance with New York Stock Exchange listing standards and that Mark A.
Goldfarb is an Audit Committee financial expert in accordance with Securities and Exchange Commission rules. The Audit Committee:. The Compensation Committee held five meetings in and is composed of the following members: Roger O. Walther Chairman , Nancy H. Bechtle, Frank C. Herringer, Paula A. Sneed, and Robert N. The Compensation Committee:. The Nominating and Corporate Governance Committee held one meeting in and is composed of the following members: Frank C.
Herringer Chairman , Nancy H. Goldfarb, Stephen T. The Nominating and Corporate Governance Committee:. The Risk Committee held four meetings in and is composed of the following members: Stephen T. McLin Chairman , Stephen A. Ellis, and Robert N.
The Risk Committee:. You also may obtain a paper copy of these items, without charge, from:. Assistant Corporate Secretary. Mailstop SFMN San Francisco, California Bettinger, who are employed by the company, receive no additional compensation for their service as directors. In , non-employee directors received the following cash retainers and equity grants:.
Cash Retainers. There are no fees for attendance at board or committee meetings, but the board retains the discretion to establish special committees and to pay a special retainer to the Chair and the members of any special committee. The board has authorized meeting fees for service on a special committee by Ms.
Bechtle, Mr. Butcher and Mr. Equity Grants. Non-employee directors received the equity grant 50 percent in stock options and 50 percent in restricted stock units RSUs. Terms and Conditions. Non-employee directors receive the annual grants of options and RSUs on the second business day after the annual meeting of stockholders.
In the event a new non-employee director is elected to the board during the year, a pro-rata amount of cash retainers and equity awards is granted to that individual for the first calendar year in lieu of the full amount. The non-employee director equity grants are subject to the following terms and conditions:. Each stock option is designated as a nonqualified stock option and has an exercise price equal to the fair market value of common stock on the grant date.
The company also has stock ownership guidelines for non-employee directors. A new director should reach this target level upon completing five years of service. Once this target level is reached, the director is deemed to meet this target so long as he or she continues to hold an equivalent number of shares as on the date the target level was met. Shares owned outright, deferred shares and RSUs are counted in determining the threshold under our stock ownership guidelines, but stock options are not.
This plan allows them to defer receipt of all or a portion of their cash retainers and, at their election, either to:. Table of Contents The company does not provide any non-equity incentive plans, defined benefit and actuarial pension plans, or other defined contribution retirement plans for non-employee directors. The company does not offer above-market or preferential earnings under its nonqualified deferred compensation plans for directors.
The following table shows compensation paid to each of our non-employee directors during Paid in Cash 1. Stock Awards 3, 6. All Other Compen- sation 5. Preston Butcher. Stephen A. Arun Sarin. No member of the Compensation Committee is or has been an officer or employee of the company or any of its subsidiaries. There were no Compensation Committee interlocks as defined under Securities and Exchange Commission rules during The Nominating and Corporate Governance Committee has a policy to consider candidates recommended by stockholders.
When identifying director nominees, the board considers the qualifications and skills represented on the board. Table of Contents diversity of experience and background of directors. The Nominating and Corporate Governance Committee annually reviews the structure and size of the board to assure that the proper skills are represented on the board.
This assessment includes the effectiveness of board composition, including the qualifications, skills, and diversity represented on the board. Director Qualifications. In addition, the Nominating and Corporate Governance Committee believes that the following specific, minimum qualifications must be met by a nominee for the position of director:.
The committee also considers the following qualities and skills when making its determination whether a nominee is qualified for the position of director:. When evaluating a candidate for nomination, the committee does not assign specific weight to any of these factors or believe that all of the criteria necessarily apply to every candidate. Identifying and Evaluating Candidates for Director. The Nominating and Corporate Governance Committee reviews the appropriate skills and characteristics required of board members in the context of the current composition of the board.
Candidates considered for nomination to the Board of Directors may come from several sources, including current and former directors, professional search firms and stockholder recommendations. If you wish to communicate with the board, the Chairman of the Nominating and Corporate Governance Committee, or with the independent directors as a group, you may send your communication in writing to the Assistant Corporate. You must include your name and address in the written communication and indicate whether you are a stockholder of the company.
The Assistant Corporate Secretary will compile all communications, summarize lengthy, repetitive or duplicative communications and forward them to the appropriate director or directors. The Assistant Corporate Secretary will not forward non-substantive communications or communications that pertain to personal grievances, but instead will forward them to the appropriate department within the company for resolution.
In such cases, the Assistant Corporate Secretary will retain a copy of such communication for review by any director upon his or her request. We expect representatives of Deloitte to attend the annual meeting of stockholders, where they will respond to appropriate questions from stockholders and have the opportunity to make a statement. As required by federal law, the Audit Committee has the sole authority to retain the independent auditors.
Audit Fees 1. Audit-Related Fees 2. Tax Fees 3. All Other Fees 4. In addition to the services listed above, Deloitte provides audit services to certain unconsolidated affiliated mutual funds and foundations. The fees for such audit services are included in the expenses of the mutual funds and foundations and borne by the stockholders of the funds and foundations. These amounts are not included in the expenses of The Charles Schwab Corporation.
Non-Audit Services Policies and Procedures. The Audit Committee has adopted a policy regarding non-audit services performed by Deloitte. Department of Treasury regulations, and. The policy requires the pre-approval of the Audit Committee for other non-audit services performed by Deloitte.
The policy divides non-audit services into three separate categories, which the Audit Committee has pre-approved subject to an annual aggregate dollar limit for each category. Once the dollar limit in each of these three categories is reached, the Audit Committee will decide whether to establish an additional spending limit for the category or specifically pre-approve each additional service in the category for the remainder of the year. The three categories are:. Services not subject to pre-approval limits in one of the three categories above require specific pre-approval from the Audit Committee.
The policy permits the Audit Committee to delegate pre-approval authority to one or more members of the Audit Committee, provided that the member or members report to the entire Audit Committee pre-approval actions taken since the last Audit Committee meeting. The policy expressly prohibits delegation of pre-approval authority to management. As part of this process, the committee has:.
Goldfarb, Chairman. This proxy statement contains detailed information in the Compensation Discussion and Analysis and executive compensation tables regarding compensation of the named executive officers. We ask that you provide an advisory vote to approve the following, non-binding resolution on named executive officer compensation:.
The advisory approval of named executive officer compensation is required by federal law, and the company currently conducts annual advisory votes on that compensation. Although the vote is not binding on the Board of Directors or the Compensation Committee, the Compensation Committee intends to consider the vote as part of its evaluation of executive compensation programs.
Key Business Results. Loyal clients bring us more business and refer their friends, colleagues and family to us. By operating the business in a disciplined manner, and leveraging shared processes and technology, we are able to invest in new products and services for clients and deliver a meaningful return to stockholders.
Our client metrics demonstrate why focusing on investor needs remains the right strategy for Schwab. We ended the year with 9. After a long period of progress masked by environmental headwinds, our financial performance in more clearly reflected the significant growth we have achieved with our strategy. We delivered on our financial objectives for by holding expense growth meaningfully behind a solid increase in revenues, thereby achieving an improved profit margin and higher earnings along with stronger business momentum.
A more thorough discussion of our business and business strategy is provided in our Annual Report on Form K. Our Executive Compensation Program. No business strategy will be successful without executive officers who can lead the company in achieving its short- and long-term goals in any economic environment. Our executive compensation program is intended to support our success by:. The Compensation Committee grants a significant percentage of executive compensation in performance-based awards, which may pay out only when share price increases or goals are achieved.
Target EPS goals for annual cash incentives are set at rigorous levels. The Compensation Committee also sets meaningful goals for the performance-based equity awards, and executives forfeit shares when these goals are not met. Stock options, the other component of the long-term incentives, only reward executives after value is delivered to stockholders through stock price appreciation. Key Compensation Decisions for It also implemented long-term incentives to ensure retention of the executive officers through an economic environment that continues to pose unique challenges.
During , the Compensation Committee:. Summary of the Executive Compensation Program. Our compensation program uses three key elements: base salary, annual cash incentives and long-term incentives. The table below identifies how each of these elements supports the objectives articulated above.
Attract, Motivate, and Retain. Reward Executives for Individual Performance. Link Pay with Company Financial Performance. Align Interests with Long-term Interests of Stockholders. Performance Metric. Stock options: reward share price appreciation by delivering compensation only when the stock price appreciates above the fair market value exercise price.
The Compensation Committee reviews and approves compensation for the Chairman, the Chief Executive Officer, executive officers, and other senior officers, and it reviews and recommends to the Board of Directors compensation for the non-employee directors.
The Compensation Committee evaluates as a committee, or together with the other independent directors and the Chairman, the performance and compensation of the Chief Executive Officer. The Compensation Committee also considers:. Table of Contents While the Compensation Committee considers the information provided by management and its independent, third-party advisor, it does not delegate authority to management for executive compensation decisions.
The Compensation Committee does not use a formula or assign a weighting to various factors considered in setting compensation. It does not target a specific percentage mix between cash compensation and long-term incentives or any specific percentage of total compensation for each compensation component.
The Compensation Committee uses a peer group as a source of benchmarking data. The benchmarking data is used to assess the competitiveness of compensation but is not used to set compensation targets. Peers were selected considering the following factors:. Quantitative: revenue, market capitalization, and number of employees; and.
Table of Contents Because the company has few competitors comparable in terms of business model and geographic coverage, the peer group includes a mix of brokerage firms, banking and asset management companies, as well as companies that process a significant daily volume of consumer financial transactions.
The peer group of 20 companies used for compensation in was:. The Compensation Committee periodically reviews the peer group to ensure that it remains relevant as a market reference tool and modifies it as necessary to reflect changes at the company, among peers or within the industry.
The Compensation Committee reviewed and updated the peer group for to ensure continued relevance of the peer companies. Peers were reviewed using the quantitative and qualitative factors above. BlackRock, Inc. These changes add relevant brokerage companies, increase the focus on asset managers, and ensure the banks included are comparable to Schwab in size. Compensation Consultant. Under its charter, the Compensation Committee is authorized to retain compensation consultants and to approve the terms of the engagement.
Semler Brossy was engaged by the Compensation Committee directly and does not provide other services to the company. The majority of compensation is delivered through variable, performance-based incentives, as illustrated by the charts below. The following changes were made to base salary, annual cash incentives and annual long-term incentives of the named executive officers in Base salaries are established at levels intended to attract, motivate and retain highly capable executive officers.
As illustrated by the pay mix charts above, executive officers receive a small percentage of their overall compensation in base salary. In January , the Compensation Committee increased the base salary for Mr. Clendening 5. Table of Contents Annual Cash Incentives. Annual cash incentive awards for the named executive officers were made pursuant to the Corporate Executive Bonus Plan. In the first quarter of , the Compensation Committee established the performance criteria, set performance goals and approved a bonus target, expressed as a percentage of salary, for each named executive officer.
For , there were no increases in bonus targets for the named executive officers. EPS was established as the performance criterion for all named executive officers. EPS amounts were summarized in a matrix. Based on this review, the Compensation Committee may exercise discretion to reduce payouts.
The Compensation Committee determined that the company achieved these results while maintaining a low credit risk profile and remaining within its parameters for interest rate risk. The Compensation Committee did not reduce the cash incentive award for any individual named executive officer and approved funding at At its January meeting, the Compensation Committee granted equity awards to the named executive officers pursuant to the Stock Incentive Plan.
The Compensation Committee increased the value of the awards granted to Mr. Stock Options. This approach mitigates the risk that the exercise price of awards granted on a single day might be exceptionally high or low due to unusual market conditions on the grant date. Grant Date. Vesting Schedule. Performance Periods. Dividend Equivalent Payments. Performance Criteria. The Compensation Committee approved performance criteria based on ROCE equals or exceeds COE because it reflects the creation of financial value for stockholders in all phases of the business cycle and measures the earnings power of the company.
If the goal has not been met, then the PBRSUs and associated dividend equivalent payments will be forfeited with no second opportunity to be earned. ROCE is calculated in accordance with U. These awards only vest if the Compensation Committee certifies that the applicable performance goals have been achieved. The Compensation Committee chose ROCE as a criterion that reflects the creation of financial value for stockholders in all phases of the business cycle and measures the earnings power of the company.
In determining whether the performance goals are achieved, performance is calculated in accordance with U. The Compensation Committee interpreted return on equity as ROCE for the quarters following the issuance of non-cumulative preferred stock in January to maintain continuity throughout the performance period by measuring results with respect to common equity. The achievement of the performance goals for the tranches of those awards with performance periods ending in were:.
Goal Met. Cumulative ROCE. The Cash LTIP awards were granted to the named executive officers and executive vice presidents with the features summarized below. Performance Period. The performance goals for cumulative EPS are summarized in a matrix. Other Compensation. Executive Benefits and Perquisites. The company provides limited executive perquisites.
The Compensation Committee approved certain benefits for Mr. Bettinger in connection with his promotion to President and Chief Executive Officer in , including a car service for commuting purposes, which he has not used, parking, and use of fractionally owned aircraft consistent with company policies. The company:. Employee Benefit Plans. The company offers no defined benefit plan, special retirement plan for executives or other nonqualified excess plans to named executive officers.
Table of Contents purchase plan available to all eligible employees subject to Internal Revenue Service limits except Mr. Retirement Provisions of Equity Grants. At its January meeting, the Compensation Committee changed the retirement provisions of outstanding and prospective equity grants for all employees and non-employee directors to remain competitive with market practices.
The criteria for retirement eligibility have not changed. Retirement treatment is available at age 55 with at least 10 years of service for employees, and age 70 or five years of service for non-employee directors. The new retirement treatment for the awards is summarized in the table below. Participants covered. Effective date. Restricted stock units. Restricted stock. All employees, including executive officers other than Mr. Benefits are available under this plan only in the event of termination of employment on account of job elimination.
Under the severance program, executive officers are eligible to receive 15 days of base salary for each year of service with a minimum of seven months and a maximum of 12 months of severance pay. Schwab is entitled to severance benefits pursuant to his employment agreement described in the narrative to the Summary Compensation Table. Compensation Policies. Stock Ownership Guidelines.
The Board of Directors has adopted stock ownership guidelines to promote significant equity ownership by executives and further align their long-term financial interests with those of other stockholders. Under the guidelines:. The Chief Executive Officer is expected to maintain an investment position in company stock equal to at least five times base salary. Shares owned directly, shares beneficially owned under company benefit plans, restricted stock, and restricted stock units are included in determining ownership levels, but stock options are not.
The stock ownership guidelines allow the Compensation Committee to take action if the target ownership levels are not met within five years. For , all of the named executive officers had stock ownership exceeding the guidelines.
Prohibition on Speculative Trading in Company Stock. Prohibited speculative trading includes short-term trading, selling short, buying options to open a position and selling uncovered options. Guidelines for Equity Awards. The company has no program, plan or practice to time the grant of stock-based awards relative to the release of material non-public information or other corporate events.
All equity grants to directors and executive officers are approved by the Compensation Committee or the independent directors at regularly scheduled meetings or, in limited cases involving key recruits or promotions, by a special meeting or unanimous written consent. The grant date is the meeting date or a fixed, future date specified at the time of the grant.
Recoupment Policies. The company has a recoupment policy to recover incentive awards granted to executive officers in the event of a significant restatement of financial results due to material noncompliance with financial reporting requirements due to misconduct. In addition, in the event of certain securities law violations, the Compensation Committee reserves the right to reduce or cancel equity awards or require executives to disgorge any profit realized from equity awards.
The company also reserves the right to cancel equity awards of employees who are terminated for cause. As part of this process, the Compensation Committee takes into consideration stockholder views regarding executive compensation that the company receives from time to time. Table of Contents Risk Assessment. The Compensation Committee reviewed a report by management on incentive compensation practices and policies throughout the company and the potential impact on risk-taking by employees.
The report assessed all employee incentive compensation programs with an emphasis on changes made in , bank product incentives, and the oversight and approval process for new and existing incentive compensation plans. The report identified the following risk-mitigating factors currently in place:. In the first quarter of , the Compensation Committee considered performance criteria for annual cash incentive awards under the Corporate Executive Bonus Plan. Walther, Chairman. The following tables show compensation information for the named executive officers: Walter W.
President and Chief. Executive Officer. Investor Services. Client Solutions. Schwab 6. PBRSUs awarded in , and only vest upon satisfaction of the performance conditions of those awards. For the and PBRSUs, the date the Compensation Committee granted the units and the date all significant terms of the award were finalized were.
Table of Contents the same. Dividend Equivalents b. Date of Action if Not Grant. Date 1. Date Fair. Base Salaries. In , the Compensation Committee increased the base salary for Mr. The Compensation Committee made no other adjustments to base salary for the named executive officers in Defined Benefits and Deferred Compensation.
The company does not offer defined benefit and actuarial pension plans, special retirement plans or other nonqualified excess plans for executives.
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