One nuance is that Schwab, they say, is enforcing, literally, provisions that TD administered in a different spirit with regard to restricted stock being cashed in. One elephant in the room may be Fidelity. Schwab promised not to lay off any more employees during But it's possible many more will go in , keeping these issues current.
See: Fidelity, Schwab, Robinhood and even days numbered TD Ameritrade are hiring thousands of staff -- even as Merrill Lynch hits a snag-- what's that say about free trading? All asked to remain anonymous in order to speak candidly. But this is a very heavy-handed tactic that most employers take. It's unclear how many staff members were handed non-competes.
One source told RIABiz that this provision impacted more than staffers, but Hooper says that number is inaccurate. Keep in mind that not all of the managing directors were impacted. Many remain," Hooper says. Typically, severance was granted based on length of service at TD Ameritrade. For instance, managing directors may have received up to four weeks per year of service while others received less.
The minimum was about 26 weeks of pay, a former staffer says. They'll tell you to apply again in a year," another former staffer says. TalentTrack Schwab. Who are the people making these decisions? What is the appeal process? Former staffers said one of Schwab's benefits included resume assistance.
How can they help us if Schwab is going to decline us? Typically waivers are only granted in situations where an ex-employee is patently unthreatening, says John S. Those two firms may be Schwab's biggest online brokerage competitors. Honestly, it's not rocket science to pick a diversified portfolio for clients," the staffer says. A Fidelity spokesperson confirmed that the company does not hire employees from TDA or elsewhere constrained by a non-compete agreement.
Some former staffers were told Schwab would be just as flexible with the non-compete clauses, as well. Now, you have to get permission from Chuck if you want to get a job. These folks have been declined. Munoz president of Los Angeles-based U.
So, I'm not sure they had any reason to offer broad severance packages at the top levels, and maybe that's why they weren't too concerned about enforcing them. Traditionally, non-competes exist because executives at higher levels possess insider information, Munoz says. The platform also delivers true multi-tier, multi-tenant management capabilities, enabling MSPs to create and manage an unlimited number of customer accounts with ease. It helps MSPs demonstrate value to customer stakeholders with over customizable dashboards and reports, and offers custom branding options users can leverage to white label WatchGuard services.
Click here for more information about the platform and how to get started. To learn more, visit WatchGuard. Also, visit our InfoSec blog, Secplicity, for real-time information about the latest threats and how to cope with them at www.
Subscribe to The — Security Simplified podcast at Secplicity. All other marks are property of their respective owners. EQIX earnings call for the period ending December 31, Zambia and theInternational Monetary Fund begin discussing a loan programmeand debt relief for Africa's first pandemic-era sovereigndefault on Thursday, with a controversial mining deal, anelection and a mountain of debt to China looming over the talks.
An IMF team will hold virtual meetings with Zambianofficials over three weeks after Lusaka requested in December aprogramme with the Fund and in January debt relief under a newcommon framework by the Group of 20 major economies, designed tohelp the world's poorest countries tackle their debt burden. Together with Zambia and the World Bank, the IMF will drafta debt sustainability analysis that will form the basis forboth.
Dr Steven Corwin, president and CEO of NewYork-Presbyterian,has helped steer a network of 10 hospital campuses through thebiggest public health crisis in generations. The priorities for Grieg Seafood are protecting our people, the local communities where we operate, our partners and business operations, and to secure liquidity and financial solidity. Despite the challenging circumstances, demand for Atlantic salmon remains strong and Grieg Seafood has been able to maintain efficient operations throughout the quarter.
The decrease is mainly due to the lower spot prices in Norway, resulting in a negative revenue contribution on EBIT of NOK million when comparing average realized prices in the quarter to Q4 The negative effect from lower market prices were also somewhat offset by favourable fixed price contracts in Rogaland and Finnmark. Farming cost during the period total cost related to fish harvested this quarter increased compared to the same quarter last year, primarily due to biological challenges in Finnmark and to some extent by decreased survival in Rogaland.
BC experienced a strong recovery from the challenges with harmful algae blooms HAB in prior quarters. However, farming cost in the fourth quarter carry high costs from previous HAB incidents. Lockdowns in Europe, shifting demand from hotels and restaurants to retail, impacted salmon prices significantly.
Operational results improved and stabilized during the fourth quarter, with good biological performance in Rogaland and BC. In Finnmark, production was stable, but results were impacted by continued harvest of fish affected by ISA during Q3. Overall, has been a challenging year. We did not deliver on our ambitions, not only because of Covid but also due to biological challenges in several regions.
We have taken important steps to remedy the situation. We have strengthened our operational capabilities with a new and more farming oriented organizational set-up, and with a potential sale of our Shetland operations, we are narrowing our focus to Norway and Canada as strong production regions. We have also started our journey to take a stronger market position with a new and integrated sales and marketing organization.
As we are starting to see the light in the end of the tunnel and a post-Covid world, Grieg Seafood continue the journey of improvement, with the aim of creating long-term value for all our stakeholders. Dividends are evaluated twice a year. Due to the increased volatility and uncertainty caused by the Covid situation, combined with an extensive investment plan, the Board has decided to postpone the ordinary dividend for Outlook In the short term, operational efficiency and biosecurity are the top priorities in Grieg Seafood.
With the uncertainties of the ongoing pandemic and the reinforcement of restrictions, the short-term market outlook remains uncertain with forward prices on Fishpool around NOK 49 per kg for Q1 and NOK 52 per kg for the full year The longer-term view on the market is looking better, where Fishpool salmon prices have been traded around NOK 57 per kg for the full year of In , a total of However, in a pandemic with low market prices, combined with reduced growth and harvest adjustments in Finnmark, we postponed some harvesting to , reducing our target harvest volume to 90 tonnes in or 75 tonnes ex.
We ended the year with a harvest of 71 tonnes ex. Shetland, or 86 tonnes incl. In , we have stocked 22 million smolt to sea, with an average weight of grams, with a harvest target of 80 tonnes in ex. In the first quarter of , expected harvest volume is 10 tonnes, with the following area distribution: Rogaland: 4 tonnes Finnmark: 6 tonnesBC: tonnes Grieg Seafood maintains the long-term harvest volume target of by The presentation can be accessed at www.
Our headquarter is located in Bergen, Norway. More than people work in the Company throughout our regions. The lowest possible environmental impact and the best possible fish welfare is both and ethical responsibility and drive economic profitability.
Towards , we aim for global growth, cost improvements and to evolve from a pure salmon supplier to an innovation partner for selected customers. To learn more, please visit www. This information is subject to the disclosure requirements pursuant to section of the Norwegian Securities Trading Act. An inquiry has been launched after a truck driver was killed when his rig slammed into the back of another truck at the main COVID border checkpoint between Victoria and South Australia.
Police said three trucks were involved in the chain-reaction crash about 2am on Thursday, with all three engulfed in flames. President JoeBiden and his Chinese counterpart Xi Jinping held their firsttelephone call as leaders, with Biden saying a free and openIndo-Pacific was a priority and Xi warning confrontation wouldbe a 'disaster' for both nations.
Biden also underscored his "fundamental concerns aboutBeijing's coercive and unfair practices, its crackdown in HongKong, reported human rights abuses in Xinjiang, and increasinglyassertive actions in the region, including toward Taiwan", theWhite House said in a statement.
Xi told Biden that confrontation would be a "disaster" andthe two sides should re-establish the means to avoidmisjudgments, according to the Chinese foreign ministry'saccount of the call, which took place on Thursday morning inBeijing time but Wednesday evening in the United States. Bloomberg -- AMP Ltd. The U. De Ferrari said AMP had decided to retain the business. The business also manages infrastructure assets for third-party owners, and this is of particular interest to Ares, according to the people, who asked not to be identified as the matter is private.
The shares never traded above the Ares offer price. A representative for Los Angeles-based Ares declined to comment. The year-old AMP effectively put itself up for sale last year when a sexual harassment scandal led to its second boardroom shakeout in two years, during which the stock lost about three-quarters of its value.
In the meantime, AMP may focus on resetting its business and rebuilding its reputation. An earlier version of this story corrected the amount of funds withdrawn from the wealth management unit. For more articles like this, please visit us at bloomberg. Tokyo Olympics chief Yoshiro Mori is to resign after he sparked outrage in Japan and abroad with his claims that women speak too much in meetings, reports said Thursday.
The world No. Victoria's gaming regulator is increasing the pressure on the board of Crown Resorts, demanding to know why two of the company's directors are fit to associate with its Melbourne casino. The regulator says it will write to the chair of the Crown Melbourne board, Andrew Demetriou, and Crown Resorts managing director, Ken Barton, to demand they explain their fitness to associate with Crown Melbourne.
Oak Street Health, Inc. The offering was upsized from a previously announced offering size of 9,, shares. Oak Street will not receive any of the proceeds from the sale of the shares of its common stock being offered by the selling stockholders, and the selling stockholders will bear the costs associated with the sale of such shares, including underwriting discounts and commissions. The offering is expected to close on February 16, , subject to customary closing conditions.
Beijing in the last one-and-a-half years stepped up the pace of liberalisation mainly as part of a trade deal with the United States, and allowed foreigners to fully own their local ventures in areas including investment banking and asset management. After having won regulatory approval to raise holdings and dealt with the disruptions caused by the COVID pandemic, Western firms are now readying plans to boost their onshore presence, representatives and headhunters said.
Bloomberg -- A rally in equities paused Thursday and stock futures in the U. The year Treasury yield fell back to 1. Cash Treasuries are closed until the London open due to a holiday in Japan. Asian stocks were little changed amid low volumes, with China and South Korea markets closed.
Hong Kong equities shrugged off a report that Chinese authorities had detained a Tencent Holdings Ltd. The dollar held losses in the wake of the inflation report. Crude dropped after a spell of gains. The CPI data are part of a debate in financial markets over the course of inflation. Despite the muted January figure, some investors continue to expect intensifying price pressures in the months ahead as President Joe Biden pushes for major stimulus and more vaccinations allow virus-related restrictions to be eased, spurring consumer spending.
He also said it will require more than supportive monetary policy to achieve and sustain maximum employment. The daily number of new coronavirus cases in the U. Here are some key events coming up:Lunar New Year public holidays begin in nations across Asia, with China breaking for a week. Euro Stoxx 50 futures were flat. CurrenciesThe yen was at The offshore yuan was at 6. The Bloomberg Dollar Spot Index dipped 0.
BondsThe yield on year Treasuries fell about three basis points to 1. CommoditiesWest Texas Intermediate crude slid 0. Gold lost 0. Australia markets closed. ASX 6, OIL GOLD 1, CMC Crypto NZX 50 12, FTSE 6, Dow Jones 31, DAX 13, Hang Seng 30, Read full article. Story continues.
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|Walter bettinger compensation definition||The annual meeting will be held at www. Upon the transfer by a Patticipating Pmticipating Employer of any money to the Trustee, all interest of the Participating Employer therein shall cease and terminate. A trust hust can walter bettinger compensation definition a designated beneficiary if it meets the requirements of Code section t a 9 E. Zambia and theInternational Monetary Fund begin discussing a loan programmeand debt relief for Africa's first pandemic-era sovereigndefault on Thursday, with a controversial mining deal, anelection and a mountain of debt to China looming over the talks. Yoffie forfeited unvested restricted shares from his May and May grants when he discontinued his service as a director after the annual meeting.|
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What is the effect of not submitting my proxy if my shares are held in a retirement plan? What does it mean if I receive more than one proxy card? Is my vote kept confidential? Where do I find voting results of the meeting? Information about the Proxy Statement and Proposals. Who pays the cost for proxy solicitation?
Information about the Annual Meeting. How do I register for the annual meeting? How do I access the webcast of the annual meeting? A complete list of registered stockholders will be available prior to the meeting at our principal executive offices at Kearny Street, San Francisco, California By Order of the Board of Directors,. This proxy statement describes the proposals on which you may vote as a stockholder of The Charles Schwab Corporation.
We recommend that you vote for the election of five directors for three-year terms. There are also two stockholder proposals that we recommend that you vote against. Nominees for directors this year are:. Aldinger is a director of Illinois Tool Works, Inc. She was a director and Chief Financial Officer of J. He is a director of Northstar Realty Finance Corp. Fisher, age 79, is the founder of Gap Inc. He is Chairman Emeritus and a director of Gap Inc. Fisher is a member of the California State Board of Education.
His term expires in Herringer, age 65, has been Chairman of the Board of Transamerica Corporation, a financial services company, since From the date of the acquisition until , Mr. Herringer is a nominee for election this year. Magner joined Commercial Credit, a predecessor company to Citigroup, in Magner is a director of Gannett Company, Inc. Schwab, age 70, has been Chairman and a director of The Charles Schwab Corporation since its incorporation in Schwab was re-appointed as Chief Executive Officer of the company in He served as Co-Chief Executive Officer of the company from to , and Chief Executive Officer of the company from to Schwab is a nominee for election this year.
She joined General Foods Corporation which later merged with Kraft Foods in and held a variety of management positions. Sneed is a director of Airgas, Inc. Walther, age 72, has served as Chairman and Chief Executive Officer of Tusker Corporation, a real estate and business management company, since Walther is a nominee for election this year.
Wilson, age 67, is Chairman of Still River Systems, a medical device company. Wilson is also a director of Hess Corporation, an integrated oil and gas company, and Synta Pharmaceuticals Corporation, a bio-pharmaceutical company.
Wilson is a nominee for election this year. The authorized number of directors is currently eleven and the company has eleven directors. Five directors are nominees for election this year and six directors will continue to serve the terms described in their biographies. Our 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 regular meetings and two special meetings in Non-management directors meet regularly in executive session. The chairman of the Nominating and Corporate Governance Committee presides over the executive sessions of non-management directors.
As provided in our Corporate Governance Guidelines, we expect directors to attend the annual meeting of stockholders. In , eleven directors attended the annual meeting. William F. Preston Butcher. Donald G. Marjorie Magner. Roger O. Walther, Chairman. Nancy H. Frank C. Paula A. Robert N. Herringer, Chairman. Stephen T. We have considered the independence of each member of the board in accordance with the Nasdaq Stock Market corporate governance rules.
We have determined that the following directors are independent: William F. Bechtle, C. Preston Butcher, Donald G. Fisher, Frank C. Herringer, Marjorie Magner, Stephen T. McLin, Paula A. Sneed, Roger O. Walther, and Robert N. All of the members of the Audit, Compensation and Nominating and Corporate Governance Committees are independent as determined in accordance with the listing standards of the Nasdaq Stock Market.
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 collectibility or present other unfavorable features.
In addition to the relationships outlined above, the board considered the following types of relationships for the following directors:. Aldinger III. 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 charter is available on our website at www.
All nominees have been previously elected by stockholders as directors. Director Qualifications. In addition, the 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. 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.
If this is the case, the Assistant Corporate Secretary will retain a copy of such communication for review by any director upon his or her request. You also may obtain a paper copy of these items, without charge, from:. San Francisco, California None of the directors on this committee is or has been an employee of The Charles Schwab Corporation or any of its subsidiaries.
None of the committee members simultaneously serves on the audit committees of more than three public companies, including ours. The board has determined that William F. McLin are Audit Committee financial experts.
The Board of Directors has adopted a written Audit Committee charter. As part of this process, the committee has:. Auditor Selection. 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. Audit Fees. Audit-Related Fees.
The aggregate fees billed by Deloitte for such services were:. Tax Fees. The Audit Committee has limited tax services by Deloitte to tax return review, preparation and compliance. The aggregate fees billed by Deloitte for these services were:. All Other Fees. 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 mutual 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:. The Compensation Committee views annual cash incentives and long-term incentives as important tools not only for attracting, retaining and motivating employees, but also for aligning executive officer and stockholder interests.
The Compensation Committee ties annual cash incentives and long-term incentives to performance criteria based on revenue growth and profit margin to focus executive officers on making disciplined investments that will lead to sustained profitability, and ultimately drive stockholder returns. Specifically, executive officers only receive annual cash incentive bonuses and vesting on their performance-based restricted stock when the company achieves the associated performance goals for revenue growth and profit margin.
In addition, executive officers only realize gain from their premium-priced options when the stock price rises above a premium threshold, ensuring a minimum level of stockholder return before executive officers benefit. The Compensation Committee considers individual performance based on performance evaluations, job responsibilities and roles within the company as factors in determining base salary, individual cash incentive targets and long-term incentive awards.
The Compensation Committee reviews and approves compensation for the Chairman and Chief Executive Officer, executive officers, other senior officers and directors. The Compensation Committee oversees compensation programs for these officers to ensure consistency with the compensation objectives it sets.
For these officers, the Compensation Committee:. The Compensation Committee, as a committee or together with the other independent directors, evaluates the performance and determines the compensation of the Chairman and Chief Executive Officer. The Compensation Committee also considers recommendations from the Chairman and Chief. Executive Officer regarding compensation for the other executive officers and performance criteria for annual and long-term incentives.
While the Compensation Committee considers these recommendations, it does not delegate authority to management for compensation decisions. This report showed dollar values for base salary, annual incentive awards, perquisite allowances, relocation benefits, restricted stock dividends, miscellaneous items reported as all other compensation, and long-term incentive awards of equity including both vested and unvested awards.
When appropriate, the Compensation Committee reviewed and approved individual contracts and the other components of the compensation program, including retirement benefits, perquisites, termination and change-in-control benefits, and other plans. The peer group above was established in taking into account industry financial services , size, performance, leadership status in the industry, and the extent to which each company may compete with the company for executive talent.
In , the Compensation Committee directed Hewitt Associates to prepare a comprehensive analysis of the peer group and recommend changes. This analysis included a review of quantitative factors including revenue, market capitalization and number of employees and qualitative factors including business model, geographical coverage, and competition for business and for employees.
Based on this analysis, the Compensation Committee approved a new peer group in December , adding Ameriprise Financial Inc. The Compensation Committee used this revised peer group to benchmark compensation after December Base Salary.
Base salary provides executive officers with a minimum level of income. The company uses the market median of the peer group as its benchmark reference for base salaries. Annual Cash Incentives. The annual cash incentive awards of the Chairman and Chief Executive Officer and the named executive officers, who are executive vice presidents when performance targets are set, are made pursuant to the Corporate Executive Bonus Plan.
Payouts under this plan are based on company and business unit performance relative to financial goals and target awards established by the Compensation Committee for each executive officer. In the first quarter of the year, the Compensation Committee sets matrices with financial performance goals and a target award for each executive officer, expressed as a percentage of base salary. Executive officers promoted after the performance criteria and target awards are set in the first 90 days of the year are not eligible to receive an award under the annual plan cycle.
In that case, promoted officers may receive a bonus outside the plan. Long-Term Incentives. Annually the Compensation Committee reviews the long-term incentive strategy to determine the. The long-term incentives are the primary vehicle for long-term capital accumulation, including retirement. In and , the company designated a portion of its long-term incentives as cash awards to executive officers under the Long Term Incentive Plan.
The Compensation Committee awards a significant amount of total compensation in long-term equity awards, although it does not apply a specific weighting or formula to the allocation. The Compensation Committee generally uses time-vested options and restricted stock for promotional grants, and premium-priced options and performance-based restricted stock for annual long-term incentives to executive officers to ensure that executive officers only benefit after strategic financial performance goals are achieved and stockholders have realized a gain.
The long-term equity awards are granted pursuant to the Stock Incentive Plan that was approved by stockholders. Equity Granting Policy. In the event of securities law violations, the Compensation Committee reserves the right to reduce or cause the executive to forfeit equity awards and to require disgorgement of any profit realized from equity awards. In January , the company replaced its car and parking allowance, financial planning reimbursement and executive medical benefit with a perquisite allowance to give officers flexibility in determining how to spend their perquisite dollars and to reduce administrative costs.
The allowance is not a reimbursement for perquisites. They are not required to spend the cash payments or report on how the amounts are used. The company may from time to time incur other costs that result in a personal benefit to an executive officer. The costs of these travel-related expenses are treated as income to the executive officer and may be grossed up for tax purposes.
Termination and Change-in-Control Arrangements. 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. To receive the severance payments and accelerated vesting of long-term awards, an employee must execute a severance agreement that contains, among other provisions, a general release and.
In cases not covered by the Severance Pay Plan, the Compensation Committee may consider severance arrangements for executive officers on a case by case basis. Severance benefits may be provided pursuant to employment agreements. For example, Mr. Schwab is eligible for severance benefits under his employment agreement described in the narrative to the Summary Compensation Table. In addition, Mr. Scaturro was entitled to receive certain benefits under his offer letter.
These arrangements are described in the narrative to the Summary Compensation Table. When setting the components of compensation, the Compensation Committee does not consider deferred compensation and past equity awards because doing so would be inconsistent with the pay-for-performance philosophy. The Compensation Committee views the deferred compensation program, which is described in the narrative to the Nonqualified Deferred Compensation table, as a savings vehicle with account balances that are a function of personal investment choices and market-based earnings.
With respect to past equity awards, the Compensation Committee recognizes the benefit of appreciation from previously granted unvested equity awards from a retention perspective, but does not consider appreciation of prior awards in setting compensation. It also raised base salary in recognition of promotions: Mr. The Compensation Committee recommended an increase in base salary for Mr. Schwab, which he declined. The competitive pay assessment completed by Hewitt Associates generally found that base salary was above the median of the peer group for the named executive officers.
The Compensation Committee determined that the promotions and increased job responsibilities merited the salary increases. Annual Cash Incentive Awards. The Compensation Committee set target awards for certain executive officers based solely on overall corporate performance, while the awards for executive officers who lead business units were based on both overall corporate performance and the performance of their business units.
Schwab, Mr. Dodds, Mr. Bettinger, Mr. Martinetto, and Ms. Goldman and Ms. The Compensation Committee approved separate performance criteria for Mr. Scaturro and U. Trust executive officers. For , the Compensation Committee approved performance criteria of revenue growth and pre-tax profit margin. The Compensation Committee chose revenue growth and profit margin because they drive earnings growth and create stockholder value. The Compensation Committee believes these measures are appropriate for a growth company.
Overall Corporate. Schwab Institutional. The Compensation Committee reserves discretion to reduce funding below the levels indicated in the matrices; however, it did not exercise negative discretion in determining individual awards for the named executive officers in The Compensation Committee generally rounds down when determining the funding percentage and followed this practice for Using the approved performance measures, the formula-based matrices supported award payouts of Bettinger, and Ms.
Dwyer based on overall corporate performance under the Corporate Executive Bonus Plan. For Mr. The Compensation Committee authorized a award of Martinetto did not receive an annual incentive bonus under the Corporate Executive Bonus Plan because he was promoted to executive vice president after the Compensation Committee determined the performance criteria and goals for The Compensation Committee awarded Mr. Dodds, Ms.
McWhinney and Mr. Scaturro did not receive a cash incentive award because they were no longer employees at the end of the performance period December 31, The Compensation Committee uses the 75 th percentile as its reference benchmark for total cash opportunities base salary and annual cash incentives.
The competitive executive pay assessment completed by Hewitt Associates showed total target cash opportunities were between the median and the 75 th percentile for the Chairman and Chief Executive Officer and the other named executive officers. In the first quarter of , the Compensation Committee selected performance criteria for annual cash incentive awards under the Corporate Executive Bonus Plan. The performance criteria are revenue growth and pre-tax profit margin.
Executive bonuses under the Corporate Executive Bonus Plan for will be based on overall corporate performance with respect to these criteria. If the performance goals are not met for each year, the shares that would otherwise vest that year are forfeited. The Compensation Committee also granted options and time-vested restricted stock to Messrs.
Bettinger, Martinetto and Goldman in connection with their promotions. The Compensation Committee determined that these promotions and increased job responsibilities merited the equity grants. The company does not provide a perquisite allowance to Mr. Schwab with the installation of a security system at his personal residence prior to , portions of which Mr. Schwab paid for personally. Peter Scaturro. Scaturro received the payments described in the narrative to the Summary Compensation Table in pursuant to the terms of his offer letter and the retention agreement approved by the Board of Directors in connection with the sale of U.
Payments under the retention agreement with Mr. Scaturro were contingent on the completion of the transaction and were intended to ensure a smooth transition. Deborah McWhinney. Under a separation agreement approved by the Compensation Committee, Ms.
McWhinney received the payments described in the narrative to the Summary Compensation Table in The Separation Agreement included covenants against solicitation of clients and employees. Tax Considerations. Certain types of compensation are deductible only if they are performance-based and approved by the stockholders and certain other legal requirements are met. Accordingly, the Corporate Executive Bonus Plan, the Long Term Incentive Plan, and the Stock Incentive Plan are designed to provide performance-based compensation and have been approved by stockholders.
At times, the Compensation Committee has determined that the benefit of tax deductibility is outweighed by other corporate objectives and strategic needs. However, certain other compensation, such as vesting of past equity awards that are not performance-based e.
The Board of Directors has adopted a written Compensation Committee charter. This table shows compensation information for Charles R. It also provides information for the following individuals who served in their respective positions for a portion of Christopher V.
Charles R. Joseph R. Walter W. Bettinger II. Carrie E. Charles G. Christopher V. Peter K. Dodds forfeited unvested restricted shares from his July and October grants when he retired in Scaturro forfeited their unvested restricted shares from the October grant when their employment terminated in Deborah D. In addition to the amounts shown in the table above, the company incurred driver and vehicle costs for Mr.
Schwab and Mr. Scaturro, and spousal travel and a related tax gross-up for Mr. On certain occasions in , Mr. Bettinger and his family members took personal flights on chartered or fractionally-owned aircraft when accompanying company executives traveling for business purposes. There was no aggregate incremental cost to the company for these flights other than amounts for lost tax deductions when family members accompanied Mr. Also included is the aggregate incremental cost to the company, based on the hourly rate charged for the aircraft, of a personal stopover Mr.
Bettinger made when traveling on business. This table shows grants of plan-based awards to the named executive officers during Salary and Bonus. The Compensation Committee raised base salaries in for promotional increases for Mr.
Goldman and Mr. The Committee raised Mr. The Committee recommended an increase to Mr. All annual cash awards received by the named executive officers were in the form of incentive awards under the Corporate Executive Bonus Plan CEBP , unless the officer was promoted after the first quarter of the performance period. Because Mr. Scaturro were not employed by the company at the end of the performance period, they received no payments under the CEBP. All Other Compensation.
Schwab does not receive , the named executive officers do not receive personal benefits, unless authorized by the Compensation Committee or the independent directors. The amounts in the Summary Compensation Table for Mr. As part of Mr. The severance-related payments to Mr. Scaturro and Ms. McWhinney are related to Mr. Employment Agreement for Mr. The company and Mr. Stockholders approved the amended employment agreement. The amendments do not impact the amount of the payments.
Schwab will be entitled to participate in all compensation and fringe benefit programs made available to other executive officers, including stock-based incentive plans. If an involuntary termination is not due to death, disability or cause:. Schwab will be entitled to receive for a period of 36 months all compensation to which he would have been entitled had he not been terminated, including his base salary and participation in all bonus, incentive and other compensation and benefit plans for which he was or would have been eligible but excluding additional grants under stock incentive plans , and.
If an involuntary termination is due to disability, Mr. Schwab will be entitled to receive:. If an involuntary termination is due to death, a lump sum payment will be made to Mr. If Mr. Schwab voluntarily resigns his employment within 24 months of a change in control of the company, he will be entitled to receive his base salary up to the date of resignation, plus a prorated portion of any bonus or incentive payments payable for the year in which the resignation occurs.
Under that arrangement, Mr. For estimated termination and change in control payments and benefits to Mr. 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. License Agreement for Mr. Under the agreement, Mr. Schwab has assigned to the company all service mark, trademark, and trade name rights to Mr. However, Mr. Schwab has the perpetual, exclusive, irrevocable right to use his name and likeness for any activity other than the financial services business, so long as Mr. Schwab or by third parties unrelated to the company. No cash consideration is to be paid to Mr.
Schwab for the name assignment while he is employed by the company or, after his employment terminates, while he is receiving compensation under an employment agreement with the company. Beginning when all such compensation ceases, and continuing for a period of 15 years, Mr. Schwab or his estate will receive three-tenths of one percent 0. For estimated payments to Mr. The license agreement permits the company to continue using Mr. Thus, without Mr. Offer Letter for Mr. The terms of the offer letter provided benefits to Mr.
Scaturro in the event of a sale or merger of U. Since Mr. The payment was subject to execution of a separation agreement that included, among other post-termination obligations, a release of claims. Retention Agreement for Mr. In connection with the agreement to sell U. The agreement was subject to the consummation of the sale of U.
Trust to Bank of America and to Mr. Under the retention agreement, Mr. The retention benefits were in addition to any other compensation that Mr. Scaturro earned, including payments and benefits under the terms of his offer letter.
Separation Agreement for Ms. Under the terms of her separation agreement, Ms. The payments were subject to the execution of a release of claims, and the separation agreement also provided that Ms. Because Ms. McWhinney was eligible for retirement under her award agreements at the time of her separation, grants of long-term incentive awards stock options, restricted shares, and cash units under the Long Term Incentive Plan made two years before her separation date fully vested.
Upon certain types of terminations of employment, or in the case of a change in control, the company may be obligated to pay benefits to the named executive officers. Charles Schwab Severance Pay Plan. Employees are eligible for benefits under the Severance Plan in the event of a job elimination, as defined in the plan. Executive officers of the company are eligible to receive a lump-sum severance pay benefit in an amount equal to the number of months determined under the table below, multiplied by one-twelfth of his or her base salary this amount is in addition to the day notice period provided in the plan :.
Less than 1 year. At least 1 year but less than 2 years. At least 2 years but less than 5 years. An executive officer who becomes entitled to severance benefits under the plan is also eligible to receive a lump-sum payment to cover a portion of the cost of group health plan coverage. The amount of the payment is based upon the period of time for which he or she is eligible to receive severance pay and current COBRA rates for group health plan coverage.
There were no option grants outstanding that were subject to vesting conditions based on performance criteria. The grant date of equity awards made by the Compensation Committee or independent directors is the date of the meeting or a fixed, future date specified at the time of the meeting. If an equity award is approved by unanimous written consent, the grant date is a fixed, future date on or after the date the consent is effective under applicable corporate law. This table shows stock option exercises and stock vested for the named executive officers during Dea is a nominee for election this year.
Dea brings public company, leadership, strategy, governance and financial services experience to the board, having served in a variety of executive leadership positions at BMO Financial Group and Boston Consulting Group. Dodds, age 58, has served as a senior advisor at The Carlyle Group, a private equity firm, since From to , Mr. Dodds is a nominee for election this year. Dodds brings leadership skills, knowledge of the financial services industry, and financial and accounting experience.
He has deep knowledge of the company and its business, having served as its Chief Financial Officer from until , and as a director of Charles Schwab Bank since Ellis, age 55, is a managing partner of TPG Capital, a private equity and alternative investment firm.
Ellis served as Chief Executive Officer of Asurion, LLC, a provider of consumer technology protection services, from through Prior to Asurion, Mr. Ellis joined Bain in Goldfarb served on the Board of Trustees and as Chairman of the Audit Committee of Schwab Strategic Trust, a registered investment company, from until He is also a past president of Cascade Capital Corporation. Goldfarb is a nominee for election this year.
His financial expertise is critical for his role as Audit Committee Chairman. Haraf, age 69, serves as a special advisor for Promontory Financial Group, a financial consulting firm. He was a managing director of Promontory Financial Group from until From until , he served as Commissioner of the California Department of Financial Institutions.
Haraf brings substantial financial services and regulatory experience to the board, having served as managing director of Promontory Financial Group, Commissioner of the California Department of Financial Institutions and a member of the Financial Stability Oversight Council.
Herringer, age 75, is the retired Chairman of the Board and Chief Executive Officer of Transamerica Corporation, a financial services company. From the date of the acquisition until , Mr. He previously served on the Board of Directors of Safeway, Inc. Herringer brings public company knowledge and leadership experience to the board, having served as Chief Executive Officer of Transamerica, and his service at Transamerica and AEGON contributes to his knowledge of the financial services industry.
Herringer brings insights to the board from his service on other public company boards. Ruffel was a director of Case Interactive Media, Inc. Ruffel is a nominee for election this year. He would bring insight to the board from his service as a trustee of numerous asset management funds of the company.
Sarin, age 63, 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 He previously served as a director of Safeway, 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 80, 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 Chairman of Charles Schwab Bank.
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 TE Connectivity, Ltd. She previously served as a director of Airgas, Inc. Sneed brings marketing skills and general management and executive leadership experience to the board, having served in a variety of senior executive positions at Kraft Foods, and as Chairman and Chief Executive Officer of Phelps Prescott Group.
She brings insights to the board through her service on other public company boards. Walther, age 82, 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 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 have general guidelines for independence. Based on our guidelines and New York Stock Exchange corporate governance standards, we have determined that the following directors and nominees are independent: John K. Preston Butcher, Joan T.
Ellis, Mark A. Goldfarb, William S. Haraf, Frank C. Herringer, Stephen T. McLin, Charles A. Ruffel, Arun Sarin, Paula A. Sneed, Roger O. Walther, and Robert N. We have also determined that Ms. Bechtle, who retired from the board during , was independent during the time she served on the board in These transactions with directors and their affiliates are made in the ordinary course of business and as 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 as part of its determination of independence:. Goldfarb: The director serves as a managing partner of a firm that the company has engaged. Arun Sarin: The director serves as a director of a consulting firm that the company has engaged.
The Board of Directors appointed Ms. Bechtle, and this is the first time she is standing for election since her appointment. She was recommended as a potential director to the Nominating and Corporate Governance Committee by the Chairman and other executive management. He was recommended as a potential director to the Nominating and Corporate Governance Committee by the Chief Executive Officer and other executive management.
The Nominating and Corporate Governance Committee, comprised of independent directors, recommended Ms. 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.
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:.
Table of Contents 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.
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. 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. The Chair of the Nominating and Corporate Governance. 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.
Equity Grants. Changes to Non-Employee Director Compensation for 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. Table of Contents 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 Cash 1. Deferred into Restricted Stock Units or Options 2, 6.
All Other Compen- sation 5. Nancy H. Bechtle 7. No member of the Compensation Committee is or has been an officer or employee of the company or any of its subsidiaries. The Audit Committee has the sole authority to hire, 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 evaluates the qualifications, performance and independence of the independent auditors, including the rotation and selection of the lead audit partner and whether it is appropriate to rotate the audit firm itself. The Audit Committee and the Board of Directors believe that the retention of Deloitte for the fiscal year is in the best interests of the company and its stockholders.
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. Audit Fees 1. Audit-Related Fees 2. Tax Fees 3. All Other Fees 4. In addition to the services listed above, Deloitte provides audit and tax return review, preparation and compliance services to certain unconsolidated affiliated mutual funds and foundations.
The fees for such 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. The company has ten executive officers:. Schwab, Chairman. Jonathan M. Craig, Senior Executive Vice President. David R. Terri R. Nigel J. Biographical information about Mr. Chandoha, Mr.
Clark, Mr. Craig, Mr. Crawford, Mr. Garfield, Ms. Kallsen, Mr. Martinetto, and Mr. Murtagh is set forth below. Prior to joining the company, Ms. Chandoha served as the global head of the fixed-income business at BlackRock formerly Barclays Global Investors from until and as co-head and senior portfolio manager in charge of the Montgomery fixed income division at Wells Capital Management from until From until , Mr. Clark joined the company in Craig joined the company in Prior to joining the company in , Mr.
Table of Contents Ms. Additionally, Mr. Martinetto joined the company in Murtagh joined the company in 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. In pursuing this strategy, the company:. Offers a broad range of products and solutions to meet client needs with a focus on transparency and value,. Combines its scale and resources with ongoing expense discipline to keep costs low and ensure that products and solutions are affordable as well as responsive to client needs, and.
Seeks to maximize its market valuation and stockholder returns over time. Effective execution of this strategy in , bolstered by strength in the equity markets, was reflected in key client metrics:. Success with clients combined with ongoing expense discipline in led to record financial performance:.
Pre-tax profit margin of Executive Compensation Program. As illustrated by the charts below, the majority of compensation is delivered through variable performance-based incentives. Table of Contents Key Compensation Decisions. Success with clients in helped fuel strong revenue growth and improved profitability with continued expense discipline.
In , the Compensation Committee:. Continued to use EPS as the performance criterion for the Corporate Executive Bonus Plan because it measures profitability and focuses executive officers on operating performance and decisions around capital structure. Approved annual cash incentive payouts under the Corporate Executive Bonus Plan of Awarded PBRSUs with cliff-vesting based on a three-year performance period to ensure continued focus on long-term performance and retention.
Continued to use ROCE equaling or exceeding COE as the performance goal for the PBRSUs, 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. For , the Compensation Committee:. Expanded retirement eligibility for equity awards, the Corporate Executive Bonus Plan and the Deferred Compensation Plan II to include individuals who are at least age 65 with at least 5 years of service in addition to individuals who are at least age 55 with 10 years of service.
Modified the peer group used as a reference point for assessing the competitiveness of executive and director compensation for periods after The 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 Incentives 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:. 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 market data to assess the competitiveness of compensation and pay practices for executive officers and non-employee directors.
The data is not used to set compensation targets. Peers were selected considering the following factors:. Quantitative: revenue, market capitalization, and number of employees. Because the company has few competitors comparable in terms of business model and geographic coverage, the peer group includes a mix of brokerage firms, banking and asset management companies, and companies that provide custody services and process a significant daily volume of consumer financial transactions.
The peer group of 23 companies used for compensation for was:. Table of Contents 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. Compensation Consultant.
Under its charter, the Compensation Committee is authorized to retain compensation consultants and to approve the terms of the engagement. In , the Compensation Committee engaged Semler Brossy to review pay trends across the financial services industry and in the peer group, advise directly on Chief Executive Officer, Chairman and non-employee director compensation, provide competitive assessments of executive compensation, review long-term incentives as well as the long-term incentives used by companies in the peer group, assist with the review and analysis of the peer group, and provide general advice and counsel with respect to executive compensation programs, market practices and trends.
Semler Brossy was engaged by the Compensation Committee directly and does not provide other services to the company. The following adjustments were made to base salary, annual cash incentives and 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 in the Executive Summary above, executive officers receive a small percentage of their overall compensation in base salary.
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 criterion, set performance goals and approved a target bonus award, expressed as a percentage of salary, for each named executive officer. The bonus amount associated with increasing Mr. EPS was established as the performance criterion for all named executive officers.
Generally Accepted Accounting Principles, subject to categories of adjustments and exclusions approved by the Compensation Committee at the time the performance criterion was established. 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 Table of Contents Long-Term Incentives. The Compensation Committee increased the value of the awards granted to Mr.
Stock Options. Performance-Based Restricted Stock Units. Grant Date. Vesting Schedule. All vesting is subject to Compensation Committee certification that the performance goal for that period has been met. Performance Period. Dividend Equivalent Payments. Performance Criteria. Table of Contents The Compensation Committee approved performance criteria based on ROCE and 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 Compensation Committee certifies that the goal has been met for the performance period, then the award for that performance period will vest. If the goal has not been met, then the PBRSUs and associated dividend equivalent payments will be forfeited with no second opportunity to be earned. In determining whether the performance goals have been met, the Committee excludes losses from any unusual or non-recurring items including but not limited to: discontinued operations; the cumulative negative effects of changes in accounting principles and laws; losses on divestitures; losses on foreign exchange transactions; impairment of goodwill, intangible or long-lived assets; litigation-related charges; restructuring charges; and any other unusual or non-recurring losses.
In , the Compensation Committee moved to granting performance-based equity awards with three-year cliff vesting. Prior to that time, awards had annual vesting periods. These awards only vest if the Compensation Committee certifies that the applicable performance goals have been achieved.
The Compensation Committee chose ROCE compared to COE 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. The Compensation Committee determined the achievement of the performance goals excluding charges related to tax reform and location strategy and a gain related to a tax benefit associated with equity compensation.
The achievement of the performance goals for the tranches of those awards with performance periods ending in were:. Table of Contents 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.
For named executive officers, 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. 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, as 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.
All other executive officers are expected to maintain an investment position equal to at least three times base salary. Shares owned directly, shares beneficially owned under company benefit plans, restricted stock, restricted stock units, and performance-based 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. 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 the Compensation Committee or the independent directors take action.
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. Risk Assessment. The report reviewed payouts, risk ratings and balancing methods for all employee incentive compensation plans, changes in incentive compensation plans and programs made in , bank product incentives, and enhancements to the incentive compensation risk management program, including the covered employee risk management performance review process.
The annual report identified the following risk-mitigating factors currently in place:. While the scope of the m Grandfather will not be clear until the Treasury Department issues regulations, the company intends to administer outstanding arrangements and plans to the extent compatible with business needs to preserve potential deductions that may be available under the m Grandfather. Bettinger to reward and recognize his accomplishments as CEO. The Compensation Committee believes that Mr.
In the first quarter of , the Compensation Committee considered performance criteria for annual cash incentive awards under the Corporate Executive Bonus Plan. Changes to Retirement Eligibility. At its December meeting, the Compensation Committee expanded retirement eligibility for equity awards, the Corporate Executive Bonus Plan, and the Deferred Compensation Plan II to include individuals who terminate employment after attaining age 65, with at least 5 years of service, in addition to individuals who terminate employment after attaining age 55, with 10 years of service.
Under the Corporate Executive Bonus Plan, the Compensation Committee may award a bonus to employees who retire prior to the end of the performance period based on the achievement of the performance criteria. Under the Deferred Compensation Plan II, deferral elections are honored for employees who are retirement eligible, while accounts of employees who are not retirement eligible are paid out in the year following termination.
Walther, Chairman. The following information contains the relationship of the median annual total compensation of company employees to the annual total compensation of Mr. Bettinger, the President and Chief Executive Officer. Of those 16, individuals, 16, were in the United States and 53 outside of the United States. Since non-U. The excluded employees are located in: Australia 16 employees , Hong Kong 24 employees , Singapore 5 employees , and the United Kingdom 8 employees.
Once the median employee was identified, the pay ratio for the annual total compensation of the median employee to the CEO was calculated for the fiscal year in accordance with the rules for the Summary Compensation Table as follows:. The following tables show compensation information for the named executive officers: Walter W.
Name and Principal. Bonus 1. Non-Equity Incentive. President and Chief. Executive Officer. Executive Vice President. Senior Executive Vice President. Schwab 6. President and Chief Executive Officer,. Charles Schwab Investment Management, Inc. Advisor Services. PBRSUs awarded in , and vest only upon satisfaction of the performance conditions of those awards.
Dividend Equivalents b. Date of Action if Not. Grant Date 1. 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 Annual Cash Incentives. In , the Compensation Committee increased Mr. The Compensation Committee made no other adjustments to annual cash incentive targets for the named executive officers in Long-Term Incentives.
In , the Compensation Committee increased the long-term incentive awards for Mr. The Compensation Committee made no other adjustments to long-term incentive awards 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. The company does not offer above-market or preferential earnings under nonqualified deferred compensation plans or defined contribution plans. All Other Compensation. Table of Contents Employment Agreement for Mr.
The company and Mr. Stockholders approved the amended employment agreement. The amendments do not impact the amount of the payments. Schwab will be entitled to participate in all compensation and fringe benefit programs made available to other executive officers, including stock-based incentive plans.
The employment agreement also provides that certain compensation and benefits will be paid or provided to Mr. Schwab or his immediate family or estate if his employment is terminated involuntarily, except for cause. If an involuntary termination is not due to death, disability or cause:. Schwab will be entitled to receive for a period of 36 months all compensation to which he would have been entitled had he not been terminated, including his then current base salary and participation in all bonus, incentive and other compensation and benefits for which he was or would have been eligible but excluding additional grants under stock incentive plans , and.
If an involuntary termination is due to disability, Mr. Schwab will be entitled to receive:. If an involuntary termination is due to death, a lump sum payment will be made to Mr. If Mr. Schwab voluntarily resigns his employment within 24 months of a change in control of the company, he will be entitled to receive his base salary up to the date of resignation, plus a prorated portion of any bonus or incentive payments payable for the year in which the resignation occurs.
In addition, Mr. Under that arrangement, Mr. Table of Contents For estimated termination and change in control payments and benefits to Mr. 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. License Agreement for Mr. Under the agreement, Mr. Schwab has assigned to the company all service mark, trademark, and trade name rights to Mr. However, Mr. Schwab has the perpetual, exclusive, irrevocable right to use his name and likeness for any activity other than the financial services business, so long as Mr.
Schwab or by third parties unrelated to the company. Beginning immediately after any termination of his employment, Mr. Schwab will be entitled to use his likeness in the financial services business for some purposes specifically, the sale, distribution, broadcast and promotion of books, videotapes, lectures, radio and television programs, and also any financial planning services that do not directly compete with any business in which the company or its subsidiaries are then engaged or plan to enter within three months.
Beginning two years after any termination of his employment, Mr. Schwab may use his likeness for all other purposes, including in the financial services business, as long as that use does not cause confusion as described above. No cash consideration is to be paid to Mr.
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