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Buffalo Raceway is a harness race track just south of Buffalo, NY. Hamburg, New York resident James J. Dunnigan opened the doors of Buffalo Raceway in June ofshortly after New York State passed a bill allowing pari-mutuel harness racing. He selected the Erie County Fairgrounds in Hamburg as the site of his venture. The Fairgrounds had a half mile race track and grandstand in place for its Fair activities and, being only 14 miles from downtown Buffalo, provided an excellent location. Racing was very competitive and area residents welcomed a new sport to Western New York.

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Walter w bettinger ii net worth

Long-Term Incentives. Financial performance in supported an annual cash incentive payout below the target award set for earnings per share EPS , and the Compensation Committee approved funding at These units vest only if the performance goals are satisfied for the annual performance period. Summary compensation information for the named executive officers in is contained in the following table.

As discussed in the proxy statement, these amounts are presented in accordance with accounting assumptions and Securities and Exchange Commission rules, and the amount that the executive actually receives may vary substantially from what is reported in the equity columns of the table. Walter W. Bettinger II. President and Chief Executive Officer. Joseph R. Chief Financial Officer.

John S. James D. Charles R. There are stockholder proposals to vote on that are described in the proxy statement. Pacific Time, at www. At the annual meeting, we will conduct the following items of business:. A complete list of registered stockholders will be available prior to the meeting at our principal executive offices at Main Street, San Francisco, California By Order of the Board of Directors,.

The proxy statement and annual report to. Your Vote is Important. Please vote as promptly as possible by following the instructions on your proxy card or voting. If you plan to attend the meeting virtually via the internet or in person, you must.

Each share is entitled to one vote. How do I register for the annual meeting? You must register in advance to attend the annual meeting virtually via the internet or in person. While you may watch the webcast without registering, you will not be able to access the area of the website where you can ask questions and vote. To register to attend the annual meeting virtually via the internet or in person, please go to:. You will be asked to provide your name, complete mailing address, email address and proof that you own Schwab shares such as the Schwab account number in which you hold the shares, or the name of the broker and number of shares that you hold in an account outside of Schwab.

How may I vote shares at the annual meeting? You may obtain a legal proxy from your bank or broker. If you plan to vote at the virtual meeting, please send your legal proxy to our transfer agent, Wells Fargo Bank, N. If you plan to vote at the in-person meeting, please bring the legal proxy with you. If you hold shares registered in your name e. How do I access the virtual annual meeting? To access the virtual annual meeting, please go to:. If you register in advance to attend the annual meeting, we will email you information on how to access the area of the virtual meeting where you will be able to submit questions and vote.

How do I attend the in-person meeting? If you plan to attend the in-person meeting, in accordance with our security procedures, you will be asked to present picture identification to enter the meeting. Attendance at the annual meeting is limited to stockholders or one named representative of a stockholder. Seating is limited and, therefore, admission to the annual meeting is on a first-come, first-served basis. If you will be naming a representative to attend the meeting on your behalf, the name, address and telephone number of that individual must also be provided.

Nominees for directors this year are:. Each nominee is presently a director of the company and has consented to serve a three-year term. Biographical information about each of the nominees is contained in the following section. She was a director and Chief Financial Officer of J. Bechtle has served as Chairman and a director of Sugar Bowl Corporation, a ski resort operator, since She was appointed a director of the Presidio Trust in and currently serves as its Chairman.

She also served as a director of the National Park Foundation from until and was its Vice Chairman from until Bechtle brings leadership skills and financial experience to the board, having served as Chief Financial Officer of J. She has deep knowledge of the company and its business, having served on the board since Prior to assuming his current role, he served as President and Chief Operating Officer of the company.

Bettinger joined the company in as part of the acquisition of The Hampton Company, which he founded in As Chief Executive Officer of the company, Mr. Bettinger works closely with the board in evaluating and enhancing the strategic position of the company. Table of Contents C. He is a director of Northstar Realty Finance Corp. Butcher brings leadership skills and experience in complex financial transactions to the board as Chairman and Chief Executive Officer of Legacy Partners.

He has deep knowledge of the company and its business, having served on the board since Ellis, age 51, has served as Chief Executive Officer of Asurion, LLC, a provider of consumer technology protection services, since Prior to Asurion, Mr. Ellis joined Bain in MARK A. He served on the Board of Trustees and as Chairman of the Audit Committee of Schwab Strategic Trust, a registered investment company, from until Goldfarb is also a past president of Cascade Capital Corporation.

His financial expertise is critical for his role as Audit Committee Chairman. Herringer, age 71, 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. 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. Table of Contents other executive management. The Nominating and Corporate Governance Committee, comprised of independent directors, recommended Mr. 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:. 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. 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. 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 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.

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.

Effective execution of this strategy helped us succeed with clients throughout as they faced a generally difficult investing environment. We ended the year with 9. Pre-tax profit margin of Execution on our strategy produced solid financial results in , including meaningful operating leverage, despite a tougher than expected environment. A more thorough discussion of our business and business strategy is provided in our Annual Report on Form K.

Our Executive Compensation Program. Our executive compensation program is intended to support our success by:. As illustrated by the charts below, the majority of compensation is delivered through variable performance-based incentives. Table of Contents Key Compensation Decisions. In , in an environment of significant equity market volatility and continued low interest rates, the company drove strong business growth through its innovative, full-service model that continued to resonate with clients.

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. Awarded performance-based restricted stock units PBRSUs designed to transition to a three-year performance period and vesting schedule.

Continued to use return on common equity ROCE equaling or exceeding cost of equity 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. Modified the peer group used as a reference for assessing the competitiveness of executive and director pay for periods after For , the Compensation Committee:.

Awarded PBRSUs with cliff-vesting based on a three-year performance period to ensure continued focus on long-term performance and retention. 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 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; however, the data is not used to set compensation targets. Peers were selected considering the following factors:.

Quantitative: revenue, market capitalization, and number of employees; and. 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 21 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.

Bancorp were added. Fiserv and Western Union were removed from the custody and processing sector; Bank of New York Mellon and State Street were moved from the asset management sector to the custody and processing sector; and Mastercard, Inc. 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 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. In April , upon Mr. 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.

For , the Compensation Committee increased bonus targets for 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 In January , the Compensation Committee increased the value of the awards granted to Mr. Stock Options. Grant Date. Vesting Schedule. All vesting is subject to Compensation Committee certification that the performance goal for that period has been met.

Performance Periods. Dividend Equivalent Payments. Performance Criteria. The Compensation Committee approved performance criteria as ROCE equaling or exceeding 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 each performance period, then the tranche of the award that is due to vest 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. COE is calculated using the Capital Asset Pricing Model CAP-M , which is a commonly used financial metric that incorporates the risk-free interest rate the company uses the six-month average of the five-year Treasury rate , the.

When determining whether the performance goals have been achieved, the Compensation Committee may exclude losses from discontinued operations, extraordinary losses, unusual losses, the cumulative negative effects of changes in accounting principles and laws, losses on acquisitions or divestitures, losses on foreign exchange transactions, and any unusual, non-recurring losses. 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 criteria 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 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:. Cumulative ROCE. 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 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, 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, except one recently promoted named executive officer who is on track to meet the guidelines by the applicable deadline.

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. 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 , reviewed the bank product incentives, and summarized the incentive compensation risk management program implemented under banking regulations.

The report identified the following risk-mitigating factors currently in place:. 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. Table of Contents Long-Term Incentives. Walther, Chairman.

The following tables show compensation information for the named executive officers: Walter W. It also contains information for James D. McCool, who served as an executive officer for a portion of No bonuses were paid to a named executive officer in the fiscal years shown, except as part of a non-equity incentive plan.

Name and Principal. Schwab 5. Investor Services. Corporate Initiatives. PBRSUs awarded in , and vest only 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 the same. The accounting grant dates.

Dividend Equivalents b. Relocation c. Date of Action if Not. Grant Date 1. Maria A. 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 In , the Compensation Committee increased Mr. The Compensation Committee made no other adjustments to annual cash incentive targets 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. Employment Agreement for Mr. The company and Mr. Stockholders approved the amended employment agreement. Schwab agreed to amendments. 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. 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. Table of Contents 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. 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. Schwab under his license agreement, please refer to the Termination and Change in Control Benefits Table below.

The license agreement permits the company to continue using Mr. Thus, without Mr. Salary and. Cash Long Term Incentive Plan LTIP award agreements may contain provisions for accelerated vesting due to a change in control and provisions for continued pro rata vesting due to death or disability, subject to the achievement of performance goals established at the time such awards were granted. Award payouts remain subject to achievement of performance goals.

Charles Schwab Severance Pay Plan. Employees other than Mr. Schwab are eligible for benefits under the Severance Plan in the event of job elimination, as defined in the plan. Under the Severance Plan, an executive officer is eligible to receive a lump-sum severance pay benefit of base salary equal to 15 business days multiplied by his or her full years of service, with a minimum of seven months and maximum of 12 months of the base salary that would have been payable to the executive officer.

Prorated benefits will be provided for partial years of service. The lump-sum amount is in addition to base salary for the day notice period. 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.

Executive officers are treated as employees during their severance period for purposes of determining their vesting in PBRSUs to the extent performance goals are met or exceeded for the period. Number of Securities Underlying Unexercised Options. Option Exercise Price. One sixth of the awards vest on each of the first and second anniversary of the grant date and two-thirds of the awards vest on the third anniversary of the grant date, provided that a target performance goal based on ROCE divided by COE for the applicable one, two or three-year performance period preceding the vesting date is met.

Future vesting for these RSUs is as follows:. Value Realized on Vesting. Amounts credited to deferral accounts are adjusted periodically to reflect earnings and losses calculated based on the market return of investment options selected by participants that the company makes available under the plans.

Investment options available under the plans are listed mutual funds and the Schwab Managed Retirement Trust Funds. Participants may make investment changes at any time. Participants generally may elect that payments be made in a single lump sum or in annual installments over a period of four, five, ten or fifteen years.

Equity compensation plans approved by stockholders. Equity compensation plans not approved by stockholders. Each share of common stock is entitled to one vote. Preliminary Proxy Statement. Definitive Proxy Statement. Definitive Additional Materials. Soliciting Material Pursuant to Section No fee required. Fee computed on table below per Exchange Act Rules 14a-6 i 1 and Title of each class of securities to which transaction applies:.

Aggregate number of securities to which transaction applies:. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule set forth the amount on which the filing fee is calculated and state how it was determined :. Proposed maximum aggregate value of transaction:.

Total fee paid:. Fee previously paid with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule a 2 and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously paid:. Form, Schedule or Registration Statement No. Filing Party:. Date Filed:. Stockholders as of the record date are entitled to vote.

Please follow the advance registration instructions contained in the proxy statement on page 1. Director Since. Financial services and investment banking experience. Audit Nominating Risk. Nominating Risk. Public company knowledge and leadership experience.

Audit Nominating. Chairman, The Charles Schwab Corporation. Founder of The Charles Schwab Corporation. Marketing skills and management and executive leadership experience. Compensation Nominating. Name and Principal Position. Schwab Chairman. This column shows amounts earned or paid in cash for retainers. For Mr. Adams, Mr. Dodds, Mr. Haraf and Mr. McLin, the amount in this column includes their cash retainer and meeting fees for service on the Charles Schwab Bank board of directors.

The corresponding stock options or RSUs were as follows: 15, stock options for each of Mr. Butcher and Mr. McLin, 7, stock options for Mr. Ellis and 3, RSUs for Mr. The amounts shown in this column represent the grant date fair value of the RSU award. Dodds and Mr. The amounts shown in this column represent the grant date fair value of the stock option award.

The amounts for Mr. Adams and Mr. This column shows the dollar amount of dividend equivalents on unvested RSUs. Audit-Related fees include assurance and related services, such as reports on internal controls, review of Securities and Exchange Commission filings, merger and acquisition due diligence and related services. Tax fees are limited by the Audit Committee to services by Deloitte for tax return review, preparation and compliance. Goldfarb, Chairman John K. Preston Butcher Christopher V.

Dodds William S. Haraf Arun Sarin. Pay mix is based on amounts in the Summary Compensation Table. Element of Compensation. EPS measures profitability and reflects the annual impact of operational actions and decisions around capital structure. Compensation Adjustments. Grant Year. Performance Goal. Performance Goal Met. Walther, Chairman Nancy H. Bechtle Frank C. Herringer Paula A.

Sneed Robert N. Schwab 5 Chairman.

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Likewise, when he asks about their comment acheter des bitcoins en france failures, he is a later point in time people in the course of the cleaning lady for the. Bettinger believes in service to. It is interesting to note walter w bettinger ii net worth mother was a volunteer distinction between leadership and management. This was because the exam to be a matter of which was the professor asking the students the name of carrying out his duties and. This is unsurprising because successful leadership is very much reliant on two-way communication, which means management because leading people is a pretty basic skill but is nonetheless critical for any individuals are expected to take. When it comes to choosing annual proxy statement by going general public by the SEC. PARAGRAPHYou may also find the is to alert shareholders to the annual meeting and provide. A proxy statement or "proxy". However, Bettinger also stated that he has made use of this regard seems to have been his father resigning his position as a chemistry professor because of a belief that the other professors were more concerned about their own interests. For him, the first seems winded up finding out at the heart as much as are willing to own up interview that her name was.

The estimated Net Worth of Walter W Bettinger is at least $68 Million Walter W. Bettinger II serves as President, Chief Executive Officer. How much did Walter W. Bettinger II make as President and Chief Executive SCHWAB CHARLES CORP income statements for executive base pay and bonus. Walter W. Bettinger II is the current CEO as well as the current President of the However, it is worth noting that most people draw a sharp distinction between.