Arun Sarin
SCHWAB CHARLESAbout Arun Sarin
Arun Sarin, age 70 at the 2025 annual meeting, has served as an independent director of The Charles Schwab Corporation since 2009. He sits on the Nominating & Corporate Governance Committee and the Risk Committee, bringing deep public company leadership experience as former CEO of Vodafone and President/COO of AirTouch, and currently serves as lead independent director at Accenture plc and a director at Cerence Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vodafone Group Plc | Chief Executive Officer | 2003–2008 | Led global telecom operations; public company CEO experience |
| AirTouch Communications, Inc. | President & Chief Operating Officer | Appointed 1997 | Senior operator in wireless telecom |
| Vodafone (US/Asia-Pacific) | CEO, US/Asia-Pacific region | Appointed 1999 | Regional CEO experience |
| Infospace, Inc. | Chief Executive Officer | 2000–2001 | Technology operator/CEO |
| Accel-KKR Telecom | Chief Executive Officer | 2002–2003 | PE-backed telecom leadership |
| Court of the Bank of England | Non-executive director | 2005–2009 | Central bank governance experience |
| Trepont Acquisition Corp I (SPAC) | Chairman of the Board | 2020–2022 | Capital markets/SPAC oversight |
External Roles
| Organization | Role | Tenure | Notable Responsibilities |
|---|---|---|---|
| Accenture plc (NYSE: ACN) | Lead Independent Director; Director | Lead independent since Feb 2025; director since 2015 | Board leadership; governance oversight |
| Cerence Inc. (Nasdaq: CRNC) | Director; Chairman (until Feb 2025) | Director since 2019; Chair 2019–Feb 2025 | Automotive software board leadership |
| Ola Electric Mobility Ltd. | Director | Since 2019 | EV industry exposure |
| Cisco Systems, Inc. | Director (prior) | 2009–2020 | Large-cap tech governance |
| Safeway, Inc. | Director (prior) | 2009–2015 | Consumer/retail exposure |
| Blackhawk Network Holdings, Inc. | Director (prior) | 2009–2018 | Payments and incentives |
Board Governance
- Independence: The board determined Sarin is independent under NYSE standards; only Charles R. Schwab, Walter W. Bettinger II, Richard A. Wurster, and Carolyn Schwab-Pomerantz are non-independent. Notably, Sarin serves as a director of a consulting firm to which the company has made payments; these transactions are in the ordinary course and on market terms per related-party policy. Independence maintained.
- Committees: Member—Nominating & Corporate Governance (ESG oversight, succession planning, board assessments) and Risk (enterprise risk framework, capital/liquidity, cybersecurity).
- Attendance: Board held 8 meetings in 2024; all directors attended at least 75% of applicable meetings.
- Executive sessions: Non-management directors meet regularly; independent directors meet at least annually, presided over by the Nominating & Corporate Governance Chair.
- Board structure: Four standing committees; all chaired by independent directors, with Audit, Compensation, and NCG composed entirely of independent directors.
Fixed Compensation
- Structure: Non-employee director annual cash retainer $100,000; Audit and Risk Committee Chair retainer $50,000; Audit and Risk Committee member retainer $20,000; Compensation and NCG Committee Chair retainer $50,000; Compensation and NCG Committee member retainer $15,000. No meeting fees.
- 2024 Annual Equity Grant: $215,000 value (60% RSUs, 40% stock options); grants on second business day after annual meeting; RSUs/options vest over 3 years (25%, 25%, 50%); options expire 10 years; standard termination provisions.
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash retainer and committee fees | $135,000 | Based on committee service (Risk and NCG member) |
| Stock awards (RSUs) – grant date fair value | $129,027 | Annual director grant under 2022 SIP |
| Option awards – grant date fair value | $86,008 | Annual director grant under 2022 SIP |
| Total | $350,035 | Sum of cash + RSU + options |
- Deferred Compensation: Directors may defer retainers into RSUs or options via the DCP2; Sarin did not defer retainers in 2024.
Performance Compensation
- Director equity awards are time-based (no performance metrics). The company’s practice prohibits timing equity grants around MNPI; option exercise price equals closing price on grant date.
| Award Detail | Sarin Position | Vesting/Terms |
|---|---|---|
| Outstanding stock options (as of 12/31/2024) | 63,010 options | Annual grants; 10-year expiry; 4-year graded vesting for options granted under plan; no RSUs vest within 60 days of 3/3/2025 |
| Outstanding RSUs (as of 12/31/2024) | 4,708 RSUs | 3-year vesting schedule; no RSUs convertible within 60 days of 3/3/2025 |
Other Directorships & Interlocks
| Company | Relationship to SCHW | Potential Interlock/Conflict Notes |
|---|---|---|
| Consulting firm (unnamed) where Sarin is a director | Company has made payments for consulting services | Ordinary-course transactions; independence maintained; governed by Related Party Transactions Policy |
| Accenture, Cerence, Cisco, Safeway, Blackhawk | Routine vendor/customer relationships not disclosed specific to Sarin | Company engages with large asset managers and tech providers in ordinary course; related-party policy applies broadly |
Expertise & Qualifications
- Public company executive and board experience; strategic planning; finance; business operations; information technology/cybersecurity; risk management; international business; ESG oversight.
- Telecom and technology domain expertise from Vodafone/AirTouch; governance credentials from central bank service.
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned | 23,113 |
| Right to acquire within 60 days (options/RSUs) | 45,167 |
| Total beneficial ownership | 68,280 |
| Ownership as % outstanding | <1% (less than 1%) |
| Director ownership guideline | $400,000 required; 5-year compliance window; RSUs count; options do not |
| Compliance status (as of 12/31/2024) | All directors complied |
| Pledging/Hedging | Prohibited under Insider Trading Policy |
Governance Assessment
- Board effectiveness: Sarin’s dual committee roles (Risk; NCG) align with SCHW’s core oversight areas—enterprise risk, capital/liquidity, cybersecurity, ESG, succession—supporting investor confidence in governance discipline.
- Independence and engagement: Independent under NYSE rules with at least 75% meeting attendance; serves in roles that regularly hold executive sessions led by the NCG Chair, promoting independent oversight.
- Ownership alignment: Complies with robust $400k director ownership guideline; material director equity exposure via RSUs/options; pledging/hedging prohibited, reducing alignment risk.
- Compensation structure: Balanced cash/equity mix ($350,035 total in 2024) with multi-year vesting, no meeting fees, and optional deferral; consistent with market and overseen by independent Compensation Committee with external advisor, supporting pay-for-governance alignment.
- Potential conflicts—monitoring: Payments to a consulting firm where Sarin is a director are flagged in independence review; transactions subject to Audit Committee policy and ordinary-course terms, mitigating conflict risk though worth ongoing monitoring.
- Broader signals: 2024 say-on-pay passed with ~91% support, indicating positive shareholder sentiment on compensation governance across SCHW; overall risk oversight framework is mature with independent committee chairs.
RED FLAGS: Related-party exposure via consulting firm payments requires continued scrutiny for materiality and terms, though independence is affirmed and policy controls are in place. No pledging/hedging permitted; no attendance or delinquent reporting issues disclosed for Sarin.