Joan T. Dea
SCHWAB CHARLESAbout Joan T. Dea
Independent director of The Charles Schwab Corporation; age 61; director since 2017 (current term expires 2027). Background: Managing Director and founder of Beckwith Investments LLC (2008–present); prior Executive Committee member at BMO Financial Group (EVP, Strategic Management & Corporate Marketing) and Partner/Director at Boston Consulting Group (financial services practice leader). She has served on the Board of Directors of Charles Schwab Bank (CSB) since 2011. Core credentials: public company leadership and governance, financial services strategy, and marketing/finance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beckwith Investments LLC | Managing Director (Founder) | 2008–present | Private investment/consulting; strategic capital deployment |
| BMO Financial Group | Executive Committee; EVP Strategic Management & Corporate Marketing | 2003–2008 | Enterprise strategy and corporate marketing leadership |
| Boston Consulting Group | Partner & Director; Global Financial Services practice leader | 1994–2003 | Led advisory to banks/asset managers; operating strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cineplex Inc. | Director | 2006–May 2025 | Retirement effective May 2025 |
| Performance Sports Group Ltd. | Director | 2015–2017 | Prior public board |
| Torstar Corporation | Director | 2009–2015 | Prior public board |
Board Governance
- Committee assignments: Compensation Committee (member) and Nominating & Corporate Governance Committee (member) .
- Independence: Board determined Dea is independent under NYSE standards; board noted her spouse serves as a trustee of a nonprofit to which the company or its affiliates have made donations and concluded independence remains intact .
- Attendance and engagement: Board held eight meetings in 2024; each director attended at least 75% of applicable board and committee meetings. Compensation Committee held eight meetings; Nominating & Corporate Governance Committee held five meetings in 2024 .
- Leadership context: Executive sessions of non-management directors are held regularly; Chair of Nominating & Corporate Governance (Frank C. Herringer) leads independent director sessions (Dea is a committee member, not chair) .
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Standard board cash retainer |
| Committee membership fees | $15,000 per committee | Compensation Committee member $15,000; Nominating & Corporate Governance member $15,000 |
| CSB (bank) board cash retainer | Included in cash total | Dea’s cash column includes CSB board retainer per footnote (amount not itemized) |
| Equity grant (aggregate value) | $215,000 | 60% RSUs; 40% stock options; annual grants on second business day after annual meeting |
| Vesting (RSUs) | Time-based | 25% on first anniversary; 25% on second; 50% on third; accelerates on death/disability/retirement |
| Options—term & expiry | Time-based | Expire at earliest of 10 years after grant, 3 months post-service (non-retirement), or 1 year post death/disability |
| Exercise price policy | At/above market | Under plan, option exercise price cannot be less than closing price on grant date |
| 2024 Director Compensation (Joan T. Dea) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $165,000 |
| Deferred into RSUs or Options (DCP2) | — (none) |
| Stock Awards (RSUs grant-date fair value) | $129,027 |
| Option Awards (grant-date fair value) | $86,008 |
| Total | $380,035 |
Performance Compensation
- Directors do not have performance-based pay metrics. Annual director equity is time-based (RSUs and options per vesting schedule above); no director performance metrics disclosed (PBRSU metrics apply to executives, not directors) .
Other Directorships & Interlocks
- Current/Recent public company boards: Cineplex Inc. (retiring May 2025), prior boards Performance Sports Group Ltd. and Torstar Corporation .
- Interlocks/potential conflicts: Board considered that Dea’s spouse is a trustee at a nonprofit receiving donations from the company/affiliates; determined independence remains; ordinary-course credit transactions for directors/affiliates are permitted on market terms and reviewed under the related-party policy .
Expertise & Qualifications
- Qualifications cited by SCHW: public company executive and board experience; financial services, banking, asset management, brokerage/investment banking; strategic planning; finance; marketing; international business; ESG .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (as of March 3, 2025) | 22,016 |
| Right to acquire within 60 days (likely options exercisable) | 31,076 |
| Total beneficial ownership | 53,092; less than 1% of outstanding shares |
| Outstanding awards (as of Dec 31, 2024) | Stock options: 40,371; RSUs: 4,708 |
| Director stock ownership guideline | Minimum $400,000 FMV; expected within 5 years; RSUs included; options excluded |
| Guideline compliance | All directors compliant as of Dec 31, 2024 |
| Hedging/pledging policy | Prohibits speculative trading/hedging and pledging of company securities |
| Section 16 filing status | No delinquent filings disclosed for Dea in 2024 (late reports noted for others) |
Governance Assessment
- Strengths: Independent director with deep financial services and strategy background; active on Compensation and Nominating & Corporate Governance—two high-leverage committees for pay design, ESG oversight, succession, and board evaluations; strong engagement implied by committee load and board-wide attendance standards .
- Pay/Alignment: Balanced director pay mix (cash + equity); standard vesting; ownership guideline ($400k) met at board level; prohibitions on hedging/pledging enhance alignment and mitigate risk .
- Consultant independence and pay governance: Compensation Committee (including Dea) engages Semler Brossy; independence affirmed; peer benchmarking and risk review processes robust (signals disciplined pay governance) .
- Potential conflicts: Spouse trustee donation relationship noted and assessed; board concluded independence under NYSE standards; related-party transactions governed by formal policy with Audit Committee review thresholds (≥$120,000) .
- RED FLAGS: None material disclosed for Dea. No pledging/hedging permitted; no delinquent Section 16 filings for Dea; attendance threshold met; director equity not performance-linked (typical for directors) .