Charles A. Ruffel
SCHWAB CHARLESAbout Charles A. Ruffel
Independent director of The Charles Schwab Corporation since 2018; age 69 at the 2025 annual meeting; current term expires 2027. Founder and Managing Partner of Kudu Investment Management, LLC; prior CEO/Managing Partner of Kudu Advisors (2009–2015) and founder/CEO of Asset International, Inc. (CEO 1998–2010). Former trustee across multiple Schwab-affiliated mutual fund complexes (various trusts, 2009–2018) and board member of CSB since 2018; serves as a member of Schwab’s Risk Committee. Skill set spans financial services, asset management, investment banking, risk management, finance, IT/cybersecurity, marketing, regulatory, international business, and ESG.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kudu Advisors, LLC | CEO and Managing Partner | 2009–2015 | Investment banking leadership; financial and leadership experience cited as board-relevant. |
| Asset International, Inc. | Founder; Chief Executive Officer | CEO 1998–2010 | Built information provider in asset management/retirement/bank services; leadership credentials cited. |
| Schwab Strategic Trust | Trustee | 2009–2018 | Fund governance experience provides insight to Schwab board. |
| Charles Schwab Family of Funds; Schwab Investments; Schwab Capital Trust; Schwab Annuity Portfolios; Laudus Trust; Laudus Institutional Trust | Trustee | 2015–2018 | Extensive fund oversight background aligned with Schwab franchise. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kudu Investment Management, LLC | Founder and Managing Partner | 2015–present | Private equity firm; current principal occupation. |
| Aspire Financial Services, LLC | Director | 2012–2019 | Financial services/retirement planning company. |
Board Governance
- Independence: Independent director under NYSE standards; board states all directors other than Mr. Schwab, Mr. Bettinger, Mr. Wurster, and Ms. Schwab-Pomerantz are independent.
- Committees: Member, Risk Committee (committee chaired by an independent director). Not listed as chair of any standing committee.
- Attendance: The board met 8 times in 2024; each director attended at least 75% of applicable board/committee meetings; all directors attended the 2024 annual meeting except Mr. Masrani.
- Tenure and term: Director since 2018; term expires 2027.
- Board risk oversight context: Risk Committee receives regular reports, including cybersecurity updates from CISO/CIO; board delegates specific risks to committees with chair reports to board.
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Cash) | 35,000 | Includes cash retainers (also inclusive of CSB board retainers for named directors). |
| Fees Deferred into RSUs or Options (DCP2) | 120,000 | Deferred into options; 6,523 options credited for Mr. Ruffel. |
| Total Cash/Deferred (sum of above) | 155,000 | Composition: cash plus deferral election. |
Program structure (for context):
- Non‑employee director annual cash retainer $100,000; Risk and Audit Committee chairs +$50,000; other members +$20,000; Compensation and Nominating chairs +$50,000; other members +$15,000; no per‑meeting fees.
- Directors may defer retainers into immediately vested stock options (exercise price = closing price on deferral date) or RSUs under DCP2.
Performance Compensation (Equity)
| Equity Grant Type (2024) | Grant Value ($) | Structure | Vesting | Option Term / Other Key Terms |
|---|---|---|---|---|
| Annual RSU grant | 129,027 | Part of standard director equity; 60% of $215,000 package | Time‑based: 25% after 1 year; 25% after 2 years; 50% after 3 years; 100% on death/disability/retirement | N/A (RSUs) |
| Annual stock option grant | 86,008 | Part of standard director equity; 40% of $215,000 package | Same time‑based schedule as RSUs | Expires earliest of 10 years after grant; 3 months post‑service (other than death/disability/retirement); or 1 year post death/disability. |
Notes:
- Standard non‑employee director equity in 2024 totaled $215,000 (60% RSUs / 40% options); awards granted the second business day after the annual meeting; no timing around MNPI.
- Director awards are time‑vested; no performance metrics apply to director equity.
Other Directorships & Interlocks
| Company/Entity | Role | Status | Notes / Potential Interlock Considerations |
|---|---|---|---|
| CSB (subsidiary) | Director | Current | Internal affiliate board (not a public company directorship). |
| Aspire Financial Services, LLC | Director | 2012–2019 | External role; no SCHW‑disclosed related‑party transaction with Mr. Ruffel noted. |
- The independence review lists specific third‑party relationships for several directors; Mr. Ruffel is not listed among those with such relationships.
Expertise & Qualifications
- Financial services, asset management, brokerage/investment banking, strategic planning, finance, business operations, IT/cybersecurity, marketing, regulatory, risk management, international business, ESG.
Equity Ownership
| Measure | Amount | As‑of / Notes |
|---|---|---|
| Shares owned | 22,094 | As of March 3, 2025. |
| Right to acquire within 60 days (options) | 61,931 | As of March 3, 2025. |
| Total beneficial ownership | 84,025 | As of March 3, 2025. |
| Ownership as % of outstanding | <1% | As of March 3, 2025. |
| Outstanding option awards | 69,580 | As of December 31, 2024 (includes DCP2 options). |
| Outstanding RSU awards | 4,708 | As of December 31, 2024 (includes DCP2 RSUs). |
Additional alignment details:
- Director stock ownership guideline: ≥$400,000 FMV within 5 years; as of December 31, 2024 all directors complied.
- As of March 3, 2025, there were no director RSUs vesting within 60 days; Right‑to‑acquire reflects exercisable options.
- Insider Trading Policy prohibits hedging, short sales, opening option positions, selling uncovered options, and pledging/margin loans of company securities (subject to limited exceptions for certain plan acquisitions).
Governance Assessment
- Committee assignment and relevance: As a Risk Committee member, Ruffel participates in oversight of enterprise risk and cybersecurity; the CISO/CIO present to the Risk Committee and escalate material incidents per established processes. This aligns his asset management and risk credentials with Schwab’s risk oversight needs.
- Independence, attendance, engagement: Classified independent; attended at least 75% of applicable meetings in 2024; attended the annual meeting (only one director was absent). These indicators support baseline governance expectations.
- Compensation mix and alignment: Director pay leans toward equity (standard $215,000 equity, split 60/40 RSUs/options) with no meeting fees or pensions; Ruffel additionally deferred $120,000 of cash retainers into options (6,523 options), further linking value to stock performance under DCP2.
- Ownership and risk controls: Beneficial ownership totals 84,025 shares (<1% of outstanding) with compliance to the $400,000 guideline for all directors; corporate policy prohibits hedging and pledging, reducing alignment risk from derivative/pledge activity.
- Related‑party/Conflicts: The independence section identifies certain third‑party relationships for other directors; Mr. Ruffel is not cited among them, and no specific related‑person transactions involving him are identified in the proxy’s related‑party policy discussion.
- Pay governance oversight: Director compensation reviewed against peer group by the Compensation Committee with Semler Brossy; no program changes approved for 2024, suggesting stable structure and external benchmarking.
- Section 16 compliance signal: The proxy notes late filings for certain insiders, but does not list Mr. Ruffel among them for 2024.