John K. Adams, Jr.
SCHWAB CHARLESAbout John K. Adams, Jr.
Independent director of The Charles Schwab Corporation since 2015; age 69 at the 2025 annual meeting. Former Managing Director, Financial Institutions Group, UBS Investment Bank (2002–2013) and prior roles at Credit Suisse Financial Institutions Group (1985–2002), bringing deep financial services, investment banking, capital markets, and M&A expertise. He serves as Chair of the Board’s Audit Committee and is designated an “Audit Committee financial expert” under SEC rules. Tenure on the Schwab board: ~10 years as of 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Investment Bank | Managing Director, Financial Institutions Group | 2002–2013 | Led North American banks practice; capital markets and M&A expertise |
| Credit Suisse | Financial Institutions Group | 1985–2002 | Investment banking coverage of financial institutions |
| Charles Schwab Bank (CSB) | Director | 2015–present | Bank board service enhances risk/controls oversight |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Navient Corporation (NYSE: NAVI) | Director | 2014–2018 | Financial services company; student loan servicing |
No current outside U.S. public company directorships were disclosed.
Board Governance
- Independence: The board determined all directors other than Charles R. Schwab, Walter W. Bettinger II, Richard A. Wurster, and Carolyn Schwab-Pomerantz are independent; Adams is independent.
- Committee roles: Chair, Audit Committee; SEC-designated Audit Committee financial expert; members include Adams (Chair), Stephen A. Ellis, Gerri K. Martin-Flickinger, and Todd M. Ricketts.
- Audit Committee workload: 12 meetings in 2024; reviews financial statements, auditor independence/performance, internal audit, major risk exposures, and compliance.
- Attendance: The board held eight meetings in 2024; each director attended at least 75% of applicable board and committee meetings.
- Executive sessions and oversight: Non-management and independent directors meet in executive session, chaired by the Nominating & Corporate Governance Chair (Frank C. Herringer).
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director retainer |
| Audit Committee Chair retainer | $50,000 | Chair premium |
| Committee member retainer (Audit) | $20,000 | Member retainer level (if applicable); Adams’ disclosed cash total reflects CSB board service too |
| 2024 cash paid (Adams) | $185,000 | Includes CSB board retainers per footnote (1) |
Director fees paid for meeting attendance are not used (no per‑meeting fees). The director compensation program was reviewed in 2024 and remained unchanged.
Performance Compensation (Equity) – Structure and Grants
| Element | 2024 Value (Adams) | Key Terms |
|---|---|---|
| RSUs (annual grant) | $129,027 | Annual director equity = $215,000 split 60% RSUs / 40% options; RSUs vest 25%/25%/50% over 3 years; accelerated vesting on death/disability/retirement |
| Stock Options (annual grant) | $86,008 | 10‑year term; standard exercise price at grant-date close; vest over time per plan; 2024 grant pricing aligned to $66.47 for director awards that year |
Annual director equity grants are made on the second business day after the annual meeting. Director equity is time-based; no performance metrics apply to director RSU/option grants.
Outstanding awards held by Adams as of Dec 31, 2024: 46,596 stock options; 4,708 RSUs.
Deferred compensation: Directors may elect to defer cash retainers into RSUs or options via DCP2; Adams made no such deferrals in 2024 (deferred column “—”).
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Transaction |
|---|---|---|
| CSB (bank subsidiary) | Director since 2015 | Internal subsidiary role; not a public company board |
| Related‑party review | Company policy requires Audit Committee review/approval of related‑party transactions >$120k; no Adams‑specific related‑party transactions were disclosed. |
The proxy enumerates certain director relationships considered for independence; Adams is not listed among those with external payment/donation ties.
Expertise & Qualifications
- Financial services, banking, capital markets, and M&A expertise; former head of UBS’s North American banks practice.
- SEC “Audit Committee financial expert” designation; strengthens financial reporting oversight.
- Longstanding FI coverage experience supports risk and controls oversight as Audit Chair.
Equity Ownership
| Metric | Amount |
|---|---|
| Shares owned (direct/indirect) | 42,804 |
| Right to acquire within 60 days (options/RSUs) | 37,301 |
| Total beneficial ownership | 80,105 (<1% of outstanding) |
| Outstanding options (count) | 46,596 (as of 12/31/2024) |
| Outstanding RSUs (count) | 4,708 (as of 12/31/2024) |
| Ownership guideline status | Company guideline: ≥$400,000 within 5 years; all directors in compliance as of 12/31/2024 |
| Hedging/pledging policy | Prohibits speculative trading and pledging company stock; applies to directors |
Governance Assessment
Strengths
- Independent Audit Committee Chair with SEC “financial expert” status; audit committee met 12x in 2024, indicating active oversight.
- Strong domain expertise in financial institutions, capital markets, and M&A; enhances risk and financial reporting oversight.
- Ownership alignment via equity awards; in compliance with stock ownership guidelines; hedging/pledging prohibited.
- Board and committee attendance at or above 75% in 2024.
Concerns / Watch items
- Section 16 compliance: one late Form 4 reported for Adams in 2024, a procedural red flag though not uncommon; monitor timeliness of future filings.
- Tenure approaching 10 years; while experience is valuable, some investors monitor long tenure for potential perceived independence erosion over time (disclosure: tenure facts only).
- Board remains classified; while this is a board‑level governance structure (not director‑specific), it can constrain annual accountability; a 2022 declassification proposal failed to obtain requisite supermajority.
Notes on Independence, Attendance, and Engagement
- Independence confirmed under NYSE standards; audit, compensation, and nominating committees composed entirely of independent directors.
- Executive sessions held regularly; independent Nominating & Corporate Governance Chair presides.
- Audit Committee Report signed by Adams (Chair); committee recommended inclusion of audited financials in the 2024 Form 10‑K.
Director Compensation – 2024 (Adams detail)
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $185,000 (includes CSB board retainers per footnote) |
| Stock awards (RSUs) | $129,027 |
| Option awards | $86,008 |
| Total | $400,035 |
Program design (all non‑employee directors): $100,000 cash retainer; Audit Chair $50,000; audit/risk committee members $20,000; nominating/compensation members $15,000; equity $215,000 (60% RSUs/40% options); RSUs vest 25%/25%/50% over 3 years; options expire at 10 years; annual grants occur on the second business day after the annual meeting.
Risk Indicators & Red Flags
- Late Section 16 filings: one late Form 4 for Adams (and for C. R. Schwab and C. Schwab‑Pomerantz) in 2024.
- Hedging/pledging: prohibited by policy (mitigates alignment risk).
- Related‑party transactions: none disclosed for Adams; company policy mandates Audit Committee review for transactions >$120k.
Insider Trades (disclosed highlights)
| Item | Status |
|---|---|
| Section 16(a) filings (2024) | One late Form 4 for Adams reported; no other Adams‑specific transaction details provided in proxy; see Form 4s on EDGAR for trade specifics. |