Frank C. Herringer
SCHWAB CHARLESAbout Frank C. Herringer
Independent director of The Charles Schwab Corporation since 1996; age 82 at the 2025 annual meeting. Former Chairman and CEO of Transamerica; recognized for public company leadership and financial services expertise. He serves as Chair of the Nominating and Corporate Governance (NCG) Committee and as a member of the Compensation Committee; he presides over executive sessions of independent directors. The board deems him independent under NYSE rules. Each director attended at least 75% of applicable meetings in 2024, and all then‑serving directors attended the 2024 annual meeting except one (not Herringer).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transamerica Corporation | Chief Executive Officer | 1991–1999 | Led financial services company; industry expertise |
| Transamerica Corporation | Chairman of the Board | 1996–2015 | Long-term board leadership |
| AEGON N.V. / AEGON USA, Inc. | Executive Board (AEGON); Chairman (AEGON USA) | 1999–2000 | Integration period following Transamerica acquisition |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Amgen Inc. | Director | 2004–2019 | Large-cap healthcare board experience |
| Cardax Pharmaceuticals, Inc. | Director | 2006–2015 | Biopharma governance experience |
| Safeway, Inc. | Director | 2008–2015 | Consumer/retail board experience |
Board Governance
- Current SCHW committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation. The NCG Committee met five times and the Compensation Committee met eight times in 2024.
- Presides over independent director executive sessions in his capacity as NCG Chair, supporting independent oversight.
- Independence: Board determined Herringer is independent; board considered that his spouse is a trustee of a nonprofit receiving donations from the company/affiliates/charitable foundation and still affirmed independence.
- Attendance & engagement: Board held eight meetings in 2024; each director attended at least 75% of applicable meetings.
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director retainer |
| NCG Committee Chair retainer | $50,000 | Chair fee |
| Compensation Committee member retainer | $15,000 | Member fee |
| Cash paid vs. deferred | $0 paid; $165,000 deferred | Herringer deferred 100% of eligible cash into RSUs under DCP2 (8,970 RSUs) |
| Annual RSU grant (grant date fair value) | $129,027 | Standard director RSU grant |
| Annual stock option grant (grant date fair value) | $86,008 | Standard director option grant |
| Total 2024 director compensation | $380,035 | Sum of cash (deferred), RSUs, options |
Vesting and option terms (directors): Annual RSU/option grants vest over three years (25%/25%/50%); options expire the earlier of 10 years from grant or post‑service windows; exercise price equals closing price on grant date. Acceleration on death, disability, or retirement.
Stock ownership guideline (directors): Expected to hold at least $400,000 in SCHW stock within five years; as of Dec 31, 2024, all directors complied.
Directors’ Deferred Compensation Plan II (DCP2): Allows deferral of retainers into immediately vested options or RSUs held in a rabbi trust, distributed upon departure from the board.
Performance Compensation
| Performance-conditioned pay | Status |
|---|---|
| Bonus/NEIP for non‑employee directors | Not provided |
| Performance equity for directors (PBRSUs) | Not used for directors; director equity is service‑based RSUs/options |
Executive incentives (context): The company ties NEO annual cash incentive to adjusted diluted EPS (117.69% funding for 2024), and PBRSUs to multi‑year ROTCE vs. COE; not applicable to directors.
Other Directorships & Interlocks
| Topic | Findings |
|---|---|
| Current public company boards | None disclosed for Herringer (past roles listed above) |
| Potential interlocks/conflicts | Independence review noted spouse’s trustee role at a nonprofit receiving donations from the company/affiliates/foundation; board maintained independence. Ordinary‑course credit relationships with directors/affiliates may exist on market terms per policy. |
Expertise & Qualifications
- Public company executive and board experience; financial services, banking, asset management; strategic planning; finance; regulatory; risk management; government service; ESG oversight.
Equity Ownership
| Measure | Amount | As‑of / Notes |
|---|---|---|
| Shares owned | 215,071 | Includes 50,625 shares held by spouse |
| Right to acquire within 60 days | 212,130 | Options/RSUs exercisable/settling within 60 days |
| Total beneficial ownership | 427,201 | Less than 1% of outstanding shares |
| Outstanding director awards (aggregate) | 71,980 options; 152,233 RSUs | As of Dec 31, 2024 (includes DCP2) |
| Pledging/hedging | Company policy prohibits pledging company securities and speculative hedging by insiders (directors included) | |
| Ownership guideline compliance | All directors in compliance as of Dec 31, 2024 |
Insider Trades (2024–2025)
Recent Form 4 activity indicates routine director grants/deferrals, periodic option exercises, and limited open‑market sales:
| Date | Type | Security | Qty | Price ($) | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2024‑02‑01 | M (option exercise) | Common from option | 10,511 | 25.01 | 7,395 | |
| 2024‑02‑01 | S (sale) | Common | 7,587 | 62.2482 | 167,206 | |
| 2024‑05‑28 | A (award) | Common (DCP2/board grant) | 1,809 | 0 | 9,204 | |
| 2024‑05‑28 | A (grant) | NQ Stock Options | 4,496 | 70.79 | 4,496 | |
| 2024‑07‑01 | A (grant) | NQ Stock Options | 2,244 | 73.42 | 2,244 | |
| 2024‑10‑01 | A (grant) | NQ Stock Options | 2,621 | 63.91 | 2,621 | |
| 2025‑01‑02 | A (award) | RSUs | 280 | 0 | 147,805 | |
| 2025‑01‑02 | A (grant) | NQ Stock Options | 1,132 | 73.84 | 1,132 | |
| 2025‑04‑01 | A (award) | RSUs | 266 | 0 | 148,579 | |
| 2025‑04‑01 | A (grant) | NQ Stock Options | 1,078 | 77.67 | 1,078 | |
| 2025‑04‑21 | M (option exercise) | Common from option | 8,548 | 31.21 | 9,204 | |
| 2025‑04‑21 | S (sale) | Common | 3,592 | 74.257 | 172,162 | |
| 2025‑05‑27 | A (award) | Common | 1,462 | 0 | 10,666 | |
| 2025‑05‑27 | A (grant) | NQ Stock Options | 3,646 | 88.63 | 3,646 | |
| 2025‑07‑01 | A (award) | RSUs | 227 | 0 | 149,266 | |
| 2025‑07‑01 | A (grant) | NQ Stock Options | 909 | 91.17 | 909 | |
| 2025‑10‑01 | A (award) | RSUs | 224 | 0 | 149,911 | |
| 2025‑10‑01 | A (grant) | NQ Stock Options | 921 | 92.25 | 921 |
Notes:
- Quarterly RSU “A‑Award” entries align with ongoing deferrals/awards under the director program/DCP2. Option grants typically reflect the standard annual director equity program; options generally vest 25% annually and have 10‑year terms per policy (grant‑specific expirations not shown in SEC summary above).
Governance Assessment
Strengths
- Independent director; chairs NCG and presides over independent sessions—enhances board oversight and governance rigor.
- Deep financial services leadership (Transamerica/AEGON) and broad board experience; sits on key Compensation Committee shaping pay governance.
- Strong ownership alignment: significant beneficial ownership (427,201 shares; <1% of shares outstanding), substantial outstanding RSUs/options, compliance with director ownership guideline; company prohibits pledging/hedging.
Watch items / potential red flags
- Very long board tenure (since 1996) can raise perceived independence concerns despite formal independence determination; mitigated by NCG leadership and ongoing refresh elsewhere on the board.
- Related‑party optics: spouse trusteeship at a nonprofit receiving company/affiliate/foundation donations noted and considered by the board; independence maintained.
- Periodic stock sales following option exercises appear routine for liquidity/tax; continue to monitor for unusual patterns (none indicated beyond standard director activity).
Shareholder sentiment context
- Say‑on‑pay support of ~91% at 2024 annual meeting suggests strong investor alignment with compensation governance.