Carolyn Schwab-Pomerantz
SCHWAB CHARLESAbout Carolyn Schwab-Pomerantz
Carolyn Schwab-Pomerantz is a director of The Charles Schwab Corporation, age 65 at the 2025 annual meeting, serving since 2022 with her current term expiring in 2026; she sits on the Risk Committee and is not considered independent under NYSE standards given her family relationship to Co‑Chairman and founder Charles R. Schwab . She spent 40 years at Charles Schwab & Co., most recently as Managing Director, Consumer Education (2022–2023) and previously as Senior Vice President, Consumer Education (2005–2022); she also led the Charles Schwab Foundation and Schwab Charitable Fund and has held significant nonprofit leadership roles, including Chair Emeritus of the Boys & Girls Clubs of America Board of Governors since 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles Schwab & Co., Inc. (CS&Co.) | Managing Director – Consumer Education | 2022–2023 | Oversaw consumer education; contributes financial services and governance experience |
| Charles Schwab & Co., Inc. (CS&Co.) | Senior Vice President – Consumer Education | 2005–2022 | Led consumer education for 17 years |
| Charles Schwab Foundation | President; Chair | President 2002–2023; Chair 2014–2023 | Led philanthropic strategy and governance |
| Schwab Charitable Fund | Chair | 2012–2023 | Chaired donor‑advised fund; governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boys & Girls Clubs of America | Chair, Board of Governors; Chair Emeritus | Chair 2021–2022; Chair Emeritus since 2023 | National nonprofit leadership; continuing emeritus role |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Not independent (exceptions: Mr. Schwab, Mr. Bettinger, Mr. Wurster, and Ms. Schwab‑Pomerantz) |
| Committee assignments | Risk Committee – Member |
| Committee chairs | None (Risk Committee is chaired by Frank C. Herringer) |
| Years on board | Director since 2022; term expires 2026 |
| Board/committee attendance | Each director attended at least 75% of applicable meetings in 2024 |
| Annual meeting attendance | All then‑serving directors attended the 2024 annual meeting except Bharat Masrani (implying attendance by Ms. Schwab‑Pomerantz) |
| Board meetings held (2024) | Eight |
| Hedging/pledging policy | Prohibits certain hedging (short sales, buying options to open, selling uncovered options) and prohibits using/pledging company securities as collateral |
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash retainer |
| Risk Committee member retainer | $20,000 | For non‑chair members of Risk Committee |
| Total cash fees earned | $120,000 | Matches compensation table line item |
| Annual equity grant (RSUs) – grant date fair value | $129,027 | Annual RSUs; part of $215,000 aggregate equity value |
| Annual equity grant (Options) – grant date fair value | $86,008 | Annual options; part of $215,000 aggregate equity value |
| Meeting fees | None | No fees for board/committee meeting attendance |
| Deferred compensation election (2024) | None | No cash retainers deferred by Ms. Schwab‑Pomerantz in 2024 |
| Retirement/pension plans | None | No defined benefit or other director retirement plans |
Equity grant structure and vesting:
- Aggregate annual director equity value: $215,000 (60% RSUs / 40% options); grants made on the 2nd business day after the annual meeting .
- Vesting: 25% on each of the first two anniversaries and 50% on the third anniversary; options expire 10 years from grant (with standard post‑service provisions) .
Outstanding director awards at 12/31/2024:
- Stock options: 34,442; RSUs: 1,809 .
Performance Compensation (Directors)
| Item | Disclosure |
|---|---|
| Non‑equity incentive/bonus | Not provided to non‑employee directors |
| Performance‑based equity metrics | Not used for director annual grants; RSUs/options vest time‑based as disclosed |
| Above‑market earnings on deferred comp | Not offered to directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in director biography |
| Prior public company boards | None disclosed in director biography |
| Potential interlocks (competitors/suppliers/customers) | None disclosed in director biography |
Expertise & Qualifications
- Financial services; brokerage/investment banking; strategic planning; finance; marketing; risk management; government service; ESG, as highlighted in the company’s qualifications summary for her biography .
- Service on Risk Committee aligns with risk management oversight emphasis on cybersecurity program briefings from CISO/CIO to the committee .
Equity Ownership
| Metric (as of March 3, 2025) | Amount |
|---|---|
| Shares owned | 2,102,121 |
| Right to acquire within 60 days | 29,946 |
| Total beneficial ownership | 2,132,067 |
| Percent of outstanding shares | <1% (denoted “*” in table) |
| Ownership breakdown (footnote) | Includes 524,929 shares held by spouse as trustee; 2,798 shares held by an LLC she controls; 1,574,394 shares held in trusts for which she acts as trustee |
| Outstanding director awards (12/31/2024) | Options: 34,442; RSUs: 1,809 |
| Stock ownership guideline | Expected to hold ≥$400,000 FMV within 5 years; all directors compliant as of 12/31/2024 |
| Hedging/pledging | Prohibited under Insider Trading Policy |
Section 16(a) compliance note:
- One late Form 4 was reported for Ms. Schwab‑Pomerantz for fiscal 2024 (along with separate late filings for two others) .
Governance Assessment
- Strengths: Deep firm‑specific operating experience (40 years at CS&Co.), large personal and trustee‑related share ownership (>2.1M shares), and Risk Committee participation support oversight of client trust, education, and risk issues; company‑wide hedging and pledging prohibitions and director ownership guidelines enhance alignment .
- Concerns/Red Flags: Not independent due to familial relationship to the founder/Co‑Chairman; family ties plus significant founder influence (including Mr. Schwab’s name/likeness license arrangements) can raise perceived conflict risks despite formal related‑party controls; a late Form 4 in 2024 is a minor process lapse but worth monitoring for timeliness .
- Compensation structure: Director pay is standard for large‑cap financials with cash plus time‑vested equity (no performance metrics or meeting fees), and the program remained unchanged after a 2024 peer review by the Compensation Committee and its independent consultant, suggesting stability and market alignment rather than pay inflation .
- Attendance/Engagement: Met the company’s ≥75% attendance threshold and attended the 2024 annual meeting, indicating baseline engagement; continued visibility on the Risk Committee is a lever for investor confidence amid ongoing industry cybersecurity and operational risk oversight .
Overall, investors should weigh the alignment benefits of substantial ownership and relevant operating experience against independence constraints inherent in family affiliation. The board’s related‑party transaction policy, hedging/pledging prohibitions, and formal committee structure partially mitigate these risks, but sustained transparency on related‑party matters and filing timeliness will remain focal points for governance‑sensitive shareholders .