Marianne C. Brown
SCHWAB CHARLESAbout Marianne C. Brown
Independent director of The Charles Schwab Corporation; Risk Committee Chair. Age 66, director since 2020, with deep financial technology, operations, and cybersecurity expertise from senior roles at FIS/SunGard, Omgeo, SIAC (NYSE subsidiary), and ADP/Broadridge spin-off experience. Current public company directorships: Akamai Technologies (since 2020), Northrop Grumman (since 2015), and IBM (since 2023); prior VMware director (2019–2023). Tenure on SCHW board runs through 2026; independence affirmed under NYSE rules with vendor relationships reviewed and deemed ordinary-course .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity National Information Services (FIS) | Co-Chief Operating Officer | 2018–2019 | Oversaw enterprise operations post SunGard acquisition |
| FIS (Institutional & Wholesale) | Chief Operating Officer | 2015–2018 | Led institutional/wholesale platforms integration |
| SunGard Financial Systems | Chief Operating Officer | 2014–2015 | Enterprise software operations leadership |
| Omgeo LLC | President & Chief Executive Officer | 2006–2014 | Led a key post-trade financial technology utility |
| Securities Industry Automation Corporation (NYSE subsidiary) | Chief Executive Officer | Prior to 2006 | Directed market technology operations |
| Automatic Data Processing (ADP) | General Manager, Brokerage Processing Services | Early career | Unit later spun out to Broadridge Financial Services |
External Roles
| Company | Role | Since/Through | Notes |
|---|---|---|---|
| Akamai Technologies (AKAM) | Director | 2020–present | Cybersecurity/CDN expertise |
| Northrop Grumman (NOC) | Director | 2015–present | Aerospace/defense technology |
| IBM (IBM) | Director | 2023–present | Enterprise technology, AI/cloud |
| VMware | Director | 2019–2023 | Departed at Broadcom close (Nov 2023) |
Board Governance
- Committee assignments: Risk Committee Chair; committee members include Christopher V. Dodds, Charles A. Ruffel, Arun Sarin, and Carolyn Schwab-Pomerantz .
- Risk Committee responsibilities: enterprise risk framework and governance; independent risk function oversight; capital and liquidity planning; key risk policies across compliance, credit, market, model, third-party, interest rate, information security, technology, data, reputational, strategic, and operational risk; 5 meetings held in 2024 .
- Independence: Board determined Brown is independent; considered her director roles at technology companies to which Schwab made payments for products/services; transactions were ordinary-course on market terms and did not impair independence .
- Attendance: Board held 8 meetings in 2024; each director attended at least 75% of applicable board and committee meetings; all directors attended 2024 annual meeting except Bharat Masrani .
- Executive sessions/lead independent oversight: Non-management directors meet in regular executive sessions; independent directors meet at least annually in executive session led by the Nominating & Corporate Governance Chair (Frank C. Herringer) .
Fixed Compensation
| Component (2024) | Marianne C. Brown | Program Terms |
|---|---|---|
| Annual cash retainer | $35,000 | Base non-employee director retainer $100,000; committee chair fees: Audit/Risk $50,000; other Audit/Risk members $20,000; Comp/NCG chair $50,000; other Comp/NCG members $15,000 |
| Deferred into RSUs or options (DCP2) | $150,000 | Directors may defer cash retainers into immediately vested options or RSUs held in a rabbi trust, paid at board departure |
| Annual RSU grant (grant date fair value) | $129,027 | Annual equity $215,000 total value: 60% RSUs, 40% options; grants occur second business day after annual meeting |
| Annual stock option grant (grant date fair value) | $86,008 | Options expire 10 years; vest 25% on 1st and 2nd anniversaries and 50% on 3rd; 100% vesting upon death, disability, or retirement |
| Total reported director compensation (2024) | $400,035 | No meeting fees; special committees may carry special retainers |
| Stock ownership guideline | Compliant | Minimum $400,000 in SCHW stock within 5 years; includes shares, deferred shares, and RSUs (not options); all directors compliant as of 12/31/2024 |
Performance Compensation
| Performance Metrics tied to Director Pay | Details |
|---|---|
| None disclosed | Non-employee director equity (RSUs/options) vests time-based over 3 years; options 10-year term; no performance metrics for director equity grants |
Other Directorships & Interlocks
| Potential Interlock | Description | Governance Handling |
|---|---|---|
| Technology vendor interlocks | Brown serves as director at technology firms (e.g., IBM, Akamai) to which Schwab made payments for products/services | Board reviewed these relationships; transactions were ordinary-course, market terms; independence maintained |
Expertise & Qualifications
- Financial services operations; brokerage/processing and post-trade infrastructure .
- Information technology and cybersecurity oversight; risk management and strategic planning .
- Public company executive and board experience across fintech and enterprise tech ecosystems .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned | 3,384 |
| Right to acquire within 60 days | 18,475 |
| Total beneficial ownership | 21,859; <1% of outstanding shares |
| Outstanding option awards (count) | 22,159 |
| Outstanding RSU awards (count) | 9,792 |
| Hedging/pledging | Prohibited by Insider Trading Policy (includes short sales, opening option positions, selling uncovered options, and pledging as collateral) |
Insider Trades (Form 4 – SCHW)
| Date (Filing) | Period | Security | Transaction Details | Source |
|---|---|---|---|---|
| 2025-05-29 | Grant date per filing | RSUs | Reported transaction constitutes grant of restricted stock units under 2022 Stock Incentive Plan | |
| 2025-04-03 | For: 2025-04-01 | RSUs | SCHW Form 4 filed by Brown (transaction details per SEC filing index) | |
| 2024-05-30 | Grant date per filing | RSUs | Reported transaction constitutes grant of restricted stock units under 2022 Stock Incentive Plan | |
| SEC CIK reference | — | — | Brown’s CIK 0001804183 |
Governance Assessment
- Strengths: Chairs the Risk Committee with relevant IT/cyber and fintech depth; independence affirmed despite technology vendor relationships; compliance with stock ownership guidelines; hedging/pledging prohibited—supports alignment and risk oversight credibility .
- Compensation/Alignment: Director pay mixes cash and meaningful equity (RSUs/options) with time-based vesting; use of DCP2 deferrals suggests long-term equity accumulation and alignment; no performance-based metrics for directors avoids short-termism in board oversight .
- Engagement: Minimum attendance threshold met; Risk Committee met five times in 2024; executive sessions led by independent NCG Chair support independent oversight .
- Potential conflicts (monitor): Board-noted vendor interlocks (IBM/Akamai) where Schwab is a customer; currently mitigated by ordinary-course terms and independence determinations—continue monitoring for related-party transactions and any shifts in materiality .
- Broader governance context: Say-on-pay support was ~91% in 2024, indicating investor confidence in compensation governance; board remains classified (stockholder declassification proposal recommended against by board), which may be debated by some investors but does not directly impair Brown’s independence or committee efficacy .
RED FLAGS: None acute disclosed for Brown. Mild vigilance warranted on technology vendor interlocks (ordinary-course payments to companies where she is director), but independence preserved per board review and policy; hedging/pledging prohibited, and ownership guideline met—reducing alignment risk .