Gerri K. Martin-Flickinger
SCHWAB CHARLESAbout Gerri K. Martin-Flickinger
Independent director of The Charles Schwab Corporation since 2020 (current term expires 2026). Age 62 at the 2025 annual meeting. Former EVP & CTO at Starbucks and SVP & CIO at Adobe, bringing deep technology and cybersecurity expertise applicable to Schwab’s risk oversight. Committee assignment: Audit Committee member. Independent under NYSE standards.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation | Executive Vice President & Chief Technology Officer | 2015–2021 | Led consumer-digital and technology initiatives |
| Adobe Inc. | Senior Vice President & Chief Information Officer | 2006–2015 | Led technology transformation to cloud subscriptions |
| VeriSign, Inc. | Chief Information Officer | Not disclosed | Technology/cybersecurity leadership |
| Network Associates, Inc. | Chief Information Officer | Not disclosed | Technology/cybersecurity leadership |
| McAfee Associates, Inc. | Chief Information Officer | Not disclosed | Technology/cybersecurity leadership |
| Chevron Corporation | Senior positions | Not disclosed | Early career roles in technology/operations |
External Roles
| Organization | Role | Tenure/Dates | Committees/Notes |
|---|---|---|---|
| Tableau Software, Inc. | Director | 2018–2019 | Public company board experience |
| Charles Schwab Bank (CSB) | Director | Not disclosed | Cash retainer includes CSB board service |
Board Governance
- Committee memberships: Audit Committee member (Audit Chair: John K. Adams, Jr.). Audit Committee held 12 meetings in 2024.
- Independence: Board determined she is independent (all directors except C.R. Schwab, W.W. Bettinger II, R.A. Wurster, and C. Schwab-Pomerantz).
- Attendance: Board held eight meetings in 2024; each director attended at least 75% of applicable board and committee meetings. All then-serving directors attended the 2024 annual meeting except Bharat Masrani.
- Executive sessions: Non-management directors meet regularly; independent directors meet at least annually in executive session led by the Nominating & Corporate Governance Chair.
- Board structure: Schwab maintains a classified board; a shareholder proposal sought annual elections and was opposed by the board (prior company-led declassification effort in 2022 failed to achieve the 80% vote requirement).
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Audit Committee member fee | $20,000 | Standard fee for Audit/Risk committee members |
| Cash fees paid (actual) | $141,154 | Includes CSB board cash retainer, no meeting fees |
| Deferred into RSUs or Options | — | No deferral elected under DCP2 |
| Stock awards (RSUs) | $129,027 | Annual director RSUs grant fair value |
| Option awards | $86,008 | Annual director option grant fair value |
| Total 2024 director compensation | $356,189 | Sum of cash + RSUs + options |
- Program terms: Annual equity grant value $215,000 (60% RSUs, 40% options); RSUs vest 25%/25%/50% over three years; options expire in 10 years; timing two business days after annual meeting.
Performance Compensation
| Metric/Design Element | Disclosed? | Details |
|---|---|---|
| Director performance metrics tied to pay (e.g., EPS/TSR) | No | Director equity grants are time-based (RSUs/options), not performance-based |
| Annual equity grant value | Yes | $215,000; 60% RSUs / 40% options |
| Vesting schedule | Yes | RSUs: 25%/25%/50% over three years; options 10-year term |
Other Directorships & Interlocks
| Company | Relationship | Potential Conflict/Interlock | Notes |
|---|---|---|---|
| CSB (affiliate) | Board service | None disclosed | Internal bank subsidiary; fees included in cash column |
| Vendors/clients | — | None specifically tied to Martin-Flickinger disclosed | Board independence review lists other directors’ relationships; none cited for G. Martin-Flickinger |
- Related party transactions policy: Audit Committee reviews/approves related person transactions >$120,000; ordinary course financial services permitted on market terms.
Expertise & Qualifications
- Information Technology/Cybersecurity, Strategic Planning, Finance, Marketing, Risk Management, International Business.
- Public company executive and board experience (Starbucks EVP/CTO; Adobe CIO; Tableau director).
Equity Ownership
| Holding (as of March 3, 2025 unless noted) | Quantity | Notes |
|---|---|---|
| Shares owned | 8,052 | Beneficial ownership (voting/investment power) |
| Right to acquire within 60 days | 12,864 | Options exercisable within 60 days |
| Total beneficial ownership | 20,916 | Less than 1% of outstanding shares |
| Outstanding stock options (Dec 31, 2024) | 22,159 | Total option awards held |
| Outstanding RSUs (Dec 31, 2024) | 4,708 | RSU awards held |
| Director ownership guideline | $400,000 | All directors complied as of Dec 31, 2024 |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging and pledging company securities |
Insider Trades
| Item | 2024 Status | Source |
|---|---|---|
| Section 16(a) late filings – Martin-Flickinger | None reported | Company states certain late filings for other insiders; none listed for Martin-Flickinger |
Governance Assessment
- Strengths: Independent director with deep IT/cybersecurity expertise on the Audit Committee—a strong fit for oversight of financial reporting and cyber risk. Equity-based director pay and ownership guidelines (with full board compliance) support alignment; hedging/pledging prohibitions further reinforce investor-friendly posture. Attendance thresholds met at board/committee level and annual meeting participation broadly achieved.
- Compensation mix: Balanced cash and equity; 2024 total of ~$356k with standard program design (no performance-linked director metrics, consistent vesting). No deferrals elected in 2024.
- Conflicts/related-party: No director-specific related-party transactions or interlocks disclosed for Martin-Flickinger; company policy provides robust Audit Committee review and ordinary-course safe harbors.
- Risk indicators: No pledging/hedging allowed; no Section 16 issues noted for her. Broader governance context includes a classified board structure (ongoing investor focus on accountability), though not attributable to any single director.
RED FLAGS: None identified specific to Martin-Flickinger (no related party transactions, no pledging, no late filings). Board classification remains a governance topic for investors but is board-wide rather than director-specific.