Charles R. Schwab, Jr.
About Charles R. Schwab, Jr.
Charles “Sandy” R. Schwab, Jr., age 60, joined Local Bounti’s Board in March 2025 as a Class II director with a term expiring at the 2026 annual meeting. He holds a B.A. in economics from Northwestern University and an M.B.A. in finance and accounting from The University of Chicago Booth School; the Board has determined he is independent under SEC and NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chess Ventures | Founder & Managing Partner | 2001–2016 | Focused on early-stage financial services technology investments |
| Banque Paribas | Vice President, High Yield and Risk Arbitrage | From 1990; end not disclosed | Built finance, markets background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S. Bounti, LLC | Manager | Current (as of 2025) | Majority stockholder of LOCL; holds registration rights and financing arrangements with LOCL |
| Live Oak Ventures, LLC | Manager | Current (as of 2025) | Holds LOCL shares; Schwab has sole voting and dispositive power |
| Public company boards | None disclosed | — | No other public company directorships disclosed |
Board Governance
- Classification and term: Class II director; term expires at 2026 annual meeting .
- Independence: Board determined Schwab is independent under SEC and NYSE standards .
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees (Audit: Nelson (Chair), Brewster, Molnar; Compensation: Brewster (Chair), Nordby; NCGC: Nordby (Chair), Nelson) .
- Attendance: Board held 10 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Executive Chairman Craig M. Hurlbert; Lead Independent Director Matthew Nordby (responsible for executive sessions) .
Fixed Compensation (Director Policy)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $87,500 |
| Annual equity retainer (RSUs) | $87,500 grant date value; vest in full at earlier of 1-year anniversary or next annual meeting; full vesting on change in control |
| Committee chair retainers | Audit $20,000; Compensation $15,000; NCGC $10,000 |
| Lead Independent Director premium | $15,000 |
| Meeting fees | Not disclosed |
| 2024 equity retainer adjustment | Independent directors reduced equity retainer by 50% to $43,750 due to financial condition and plan share reserve constraints |
Performance Compensation (Director Equity)
| Element | Terms |
|---|---|
| Director RSUs | Time-based vesting as above; no performance metrics disclosed |
| Outside director total annual cap | $700,000 total value ($1,000,000 for lead director or chair; first year service up to $1,000,000), inclusive of equity at grant-date fair value and cash fees |
No performance-based (TSR/revenue/EBITDA/ESG) metrics are tied to director compensation; equity is time-based RSUs .
Other Directorships & Interlocks
- Control and appointment rights: U.S. Bounti (controlled by Schwab) will hold voting power over 56.2% post Series A conversion and has the right to appoint two directors; Schwab beneficially owns 61.5% assuming conversion (April 2025). As of August 2025, U.S. Bounti held voting power over 55.2%; Schwab beneficially owned 60.4%. These arrangements enable significant influence over director elections and transactions .
- Related party financing: LOCL entered into a $10.0M convertible note and warrant with U.S. Bounti (conversion price $2.50; warrant exercise $0.125; 6.0% interest, largely PIK), requiring shareholder approval under NYSE 312.03(b)(i) due to Active Related Party status and pricing below NYSE Minimum Price .
Expertise & Qualifications
- Education: B.A. Economics (Northwestern University); M.B.A. Finance & Accounting (Chicago Booth) .
- Expertise: Business development, finance, executive leadership, strategic planning .
Equity Ownership
| Holder/Measure | Mar 31, 2025 | Aug 11, 2025 |
|---|---|---|
| Charles R. Schwab, Jr. – direct beneficial ownership (shares; %) | 70,863; “*” (less than 1%) | 500,000; 2.3% |
| Charles R. Schwab – aggregate beneficial ownership across entities (shares; %) | 2,841,119; 26.7% | 13,361,427; 60.4% |
| Charles R. Schwab – assuming Series A conversion (shares; %) | 13,140,396; 61.5% | N/A (Series A conversion approved; aggregate reported above) |
| U.S. Bounti voting power (%) | 56.2% (post Series A conversion approval) | 55.2% |
| Shares pledged as collateral | None disclosed; company policy prohibits pledging without compliance officer approval |
Governance Assessment
- Independence vs control risk: While the Board deems Schwab independent, his control (via U.S. Bounti, Live Oak, and related trusts) over ~60% of voting power creates potential conflicts in director elections and major transactions; two director appointment rights magnify influence. Red flag: significant control by an “independent” director reduces minority shareholder leverage .
- Related-party financing signals: The August 2025 convertible note/warrant with U.S. Bounti was priced below NYSE Minimum Price and required shareholder approval under NYSE 312.03(b)(i). The agreement includes registration rights and a “corporate opportunity” waiver for the Purchaser, elevating conflict-of-interest risk and potential dilution/price pressure. Red flags: below-minimum pricing; corporate opportunity waiver; recurring special meetings if approval not obtained .
- Committee participation: Schwab is not on Audit, Compensation, or NCGC; this limits his direct role in oversight of financial reporting, pay, and governance, partially mitigating conflict exposure but also reducing committee-level accountability .
- Attendance and engagement: Board met 10 times in 2024; each director met ≥75% attendance; all attended the 2024 annual meeting—baseline engagement is adequate .
- Policies mitigating risk: Related Party Transactions Policy requires Audit Committee/independent Board approval for transactions >$120,000; Insider Trading Policy bans hedging/derivatives and restricts pledging; Compensation Committee uses an independent consultant (Meridian) for pay benchmarking .
Overall, Schwab’s capital support and network can be beneficial for liquidity and strategy; however, concentrated control, related-party financings, and registration rights materially elevate governance and minority-holder risk. Monitoring transaction terms, board composition, and adherence to the related-party policy is critical .