Christopher V. Dodds
SCHWAB CHARLESAbout Christopher V. Dodds
Independent director of The Charles Schwab Corporation; age 65 at the 2025 annual meeting; director since 2014 with current term expiring 2027. Former Schwab CFO (1999–2007) and executive, currently Managing Member at Crown Oak Advisors (2020–present) and Senior Advisor at The Cynosure Group (2018–present); prior Senior Advisor at The Carlyle Group (2008–2018). Serves on the company’s Risk Committee; the board determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Charles Schwab Corporation | Chief Financial Officer | 1999–2007 | Brings financial, accounting, and risk management experience |
| The Charles Schwab Bank (CSB) | Director | 2007–present | Subsidiary board service noted in proxy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crown Oak Advisors, LLC | Co-Founder & Managing Member | 2020–present | Registered investment advisor |
| The Cynosure Group, LLC | Senior Advisor | 2018–present | Private equity firm |
| The Carlyle Group | Senior Advisor | 2008–2018 | Private equity firm |
| Investment Technology Group, Inc. | Director | 2008–2015 | Brokerage/financial markets technology company |
Board Governance
- Committee assignments: Member, Risk Committee; the Risk Committee held five meetings in 2024 and is chaired by an independent director (Marianne C. Brown) .
- Independence: The board determined Dodds is independent; overall, each director except Mr. Schwab, Mr. Bettinger, Mr. Wurster, and Ms. Schwab-Pomerantz is independent .
- Attendance: The board held eight meetings in 2024; each director attended at least 75% of applicable board and committee meetings. All directors attended the annual meeting except Bharat Masrani .
- Risk oversight: The Risk Committee oversees enterprise-wide risk management, capital/liquidity planning, and specific risk policies (including information security/technology); CISO/CIO present to the Risk Committee on cybersecurity .
Fixed Compensation
| Year | Cash Retainer ($) | Notes |
|---|---|---|
| 2024 | 155,000 | Includes base director retainer and applicable committee/CSB subsidiary board retainers; base non-employee director cash retainer is $100,000; Risk Committee member retainer $20,000; cash column for certain directors (including Dodds) includes CSB board service |
| 2024 Meeting Fees | 0 | No fees for board/committee meeting attendance |
Performance Compensation
| Component (2024) | Grant Date Fair Value ($) | Mix | Vesting | Option Term/Conditions |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | 129,027 | 60% of annual equity | 25% on 1st anniversary; 25% on 2nd; 50% on 3rd; 100% upon death, disability, or retirement | — |
| Stock Options | 86,008 | 40% of annual equity | Time-based, aligned with RSU schedule | Expires earliest of 10 years after grant, 3 months post-termination (other than death/disability/retirement), or 1 year after death/disability |
| Annual Equity Total | 215,000 | RSUs and options granted on second business day after annual meeting; no MNPI timing consideration | — | — |
Non-employee director compensation does not use performance metrics (no non-equity incentive plans for directors); equity awards are time-based .
2024 Director Compensation Detail (Dodds)
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 155,000 |
| Stock Awards (RSUs) | 129,027 |
| Option Awards | 86,008 |
| Total | 370,035 |
Other Directorships & Interlocks
| Company | Role | Years | Potential Interlock/Exposure |
|---|---|---|---|
| Investment Technology Group, Inc. | Director | 2008–2015 | Brokerage/market technology; historical board role |
| The Charles Schwab Bank (CSB) | Director | 2007–present | Schwab subsidiary board service |
The proxy highlights certain relationships for other directors; Dodds is not specifically cited in those independence considerations beyond ordinary course credit transactions applicable broadly to directors .
Expertise & Qualifications
- Financial services, banking, asset management, brokerage/investment banking; strategic planning; finance; regulatory; accounting; risk management .
- Leadership and deep company knowledge from prior CFO tenure and subsidiary board service .
Equity Ownership
| Holder | Shares Owned | Right to Acquire Within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Christopher V. Dodds | 447,303 | 9,758 | 457,061 | <1% |
| Outstanding Awards (as of Dec 31, 2024) | Count |
|---|---|
| Stock Options | 19,053 |
| RSUs | 4,708 |
- Stock ownership guidelines: Minimum $400,000 fair market value of common stock; options excluded; all directors complied as of Dec 31, 2024 .
- Hedging/pledging: Company insider trading policy prohibits certain hedging, short-term trading, and pledging company securities as collateral .
Insider Filings and Compliance (Section 16)
| Item | 2024 Status |
|---|---|
| Dodds – Late Form 4/5 Filings | None listed among late filers; exceptions noted for Adams, Schwab, and Schwab-Pomerantz |
Governance Assessment
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Strengths
- Independent director with deep finance/accounting credentials and prior CFO experience; sits on Risk Committee overseeing capital, liquidity, and broad risk frameworks—aligns with Schwab’s risk profile .
- Strong ownership alignment: complies with stock ownership guidelines; meaningful beneficial ownership; hedging/pledging prohibited by policy .
- Attendance: met board’s minimum; overall board/committee attendance thresholds achieved in 2024 .
- Director pay mix is balanced with a substantial equity component, time-based vesting over three years; no discretionary performance bonuses for directors .
-
Watch items
- Long-standing ties to Schwab (former CFO and CSB director) can be perceived as softening independence in substance despite formal NYSE independence determination; continued vigilance on committee independence is warranted .
- External RIA involvement (Crown Oak Advisors) could create perceived conflicts given Schwab’s RIA custody and platform businesses; no related-party transactions with Dodds are disclosed, and the company applies a formal related-party policy and ordinary-course terms for director credit transactions .
- Equity awards are time-based (no performance metrics), which is typical for directors but offers less performance linkage than executive pay structures .
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Signals for investor confidence
- Risk Committee engagement and cybersecurity oversight indicate active board-level risk governance .
- Ownership guidelines compliance and anti-hedging/pledging policy reduce alignment and collateral risk .
- Transparent director compensation with defined committee retainers and equity cadence/vesting mitigates timing and option-pricing concerns .