Michael D. Verdeschi
SCHWAB CHARLESAbout Michael D. Verdeschi
Michael D. Verdeschi is Managing Director and Chief Financial Officer (CFO) of The Charles Schwab Corporation; he joined Schwab as Deputy CFO on May 20, 2024 and was appointed CFO effective October 1, 2024 . He is age 56 and holds both BBA and MBA degrees in finance from Iona University . As Deputy CFO he assumed treasury, controller, and FP&A responsibilities; as CFO he has emphasized capital strength, funding reductions, and multi‑form capital return in 2025 updates and press releases . Company performance during his transition/tenure included 2024 net income of $5.9B, diluted EPS of $2.99, ROTCE of 35%, and strong asset gathering; 1Q25 and 2Q25 net revenues grew 18% and 25% year‑over‑year, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Charles Schwab | Managing Director & CFO | Oct 1, 2024 – Present | Executed capital return (dividend increase, common buybacks), reduced bank supplemental funding, and underscored capital buffers in CCAR disclosures . |
| Charles Schwab | Managing Director & Deputy CFO | May 20, 2024 – Sep 30, 2024 | Took responsibility for treasury, controller, and FP&A during CFO transition . |
| Citigroup, Inc. | Treasurer | 2017 – Oct 2023 | Senior finance leadership at a global bank; oversight of firmwide treasury . |
| Citigroup, Inc. | Chief Investment Officer | 2015 – 2017 | Led investment activities and rates portfolio management . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board roles or related-party transactions disclosed for Verdeschi in the 8‑K appointment or 2025 proxy materials . |
Fixed Compensation
| Element | 2024 Detail | 2025/Forward Detail |
|---|---|---|
| Base Salary | $900,000 annual rate; earned $553,846 in 2024 (prorated from May 20 start) . | Annual rate $900,000 . |
| Target Bonus % | 250% of base (prorated for 2024) . | 250% target per role parameters . |
| Target Bonus $ | $1,384,616 (250% × 2024 earned salary) . | N/A (depends on earned salary). |
| Actual Bonus Paid | $1,629,554 (117.69% funding level) . | N/A. |
| Relocation Benefits | Up to $429,000 . | N/A. |
| 2025 Annual Equity Award Target | $4.35 million . | $4.35 million target . |
Performance Compensation
| Incentive | Metric | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|
| Annual Cash Incentive (CEBP) – 2024 | EPS (company EPS goal drives plan funding; payment zero below 50% of target) . | Target bonus $1,384,616 (250% of earned salary) . | $1,629,554 paid, reflecting 117.69% funding . | Cash; paid annually based on plan results . |
| New‑Hire RSUs (granted 6/3/2024) | Time‑based (no performance metric) . | Grant date fair value $4,350,017; 59,849 RSUs . | N/A (time‑vested) . | Vest in 4 equal annual installments each 6/3 from 2025–2028 . |
| Company PBRSUs (program design for NEOs; Verdeschi did not receive PBRSUs in 2024 new‑hire grant) | ROTCE (excluding AOCI) divided by COE over a 3‑year period (payout range 50%–200% of target) . | Target established at grant; cliff vest at 3 years . | Earnout based on multi‑year performance vs target . | Vest 100% on 3rd anniversary subject to performance . |
Equity Ownership & Alignment
| Ownership Snapshot (as of March 3, 2025) | Value |
|---|---|
| Shares Owned | — (no shares reported) . |
| Right to Acquire Within 60 Days | — (none) . |
| Total Beneficial Ownership | — (not a 1% holder) . |
| Stock Ownership Guideline | Executives required ≥3× base salary in company stock . |
| Hedging/Pledging Policy | Hedging (shorts, opening options) and pledging/margin loans prohibited by Insider Trading Policy . |
Vesting Schedule – New‑Hire RSUs (59,849 total)
| Vest Date | Units |
|---|---|
| 6/3/2025 | 14,962 . |
| 6/3/2026 | 14,962 . |
| 6/3/2027 | 14,962 . |
| 6/3/2028 | 14,963 . |
Notes:
- No option awards were granted to Verdeschi in 2024; his new‑hire equity was entirely time‑based RSUs .
- Upcoming RSU vest dates may represent potential insider selling windows, subject to trading windows and policy restrictions .
Employment Terms
| Term | Detail |
|---|---|
| Appointment Timeline | Deputy CFO start May 20, 2024; CFO effective October 1, 2024 . |
| Base/Bonus | $900,000 base; 250% target bonus (prorated in 2024) . |
| Relocation | Up to $429,000 . |
| Equity | New‑hire RSUs (6/3/2024) valued at $4,350,017; 2025 annual equity award target $4.35M . |
| Severance Plan Eligibility | Executives eligible if job eliminated; 15 days of base salary per year of service (min 7 months, max 12 months) . |
| Clawbacks | Mandatory Section 16 officer clawback aligned with SEC/NYSE (covers all incentive‑based comp); broader discretionary executive recoupment policy for restatements, fraud, or misconduct . |
| Hedging/Pledging | Prohibited by Insider Trading Policy . |
| Stock Ownership Guideline | ≥3× base salary for executives . |
Termination and Change‑in‑Control Economics (as of 12/31/2024 assumptions)
| Event | Salary+Bonus ($) | Early/Continued Vesting of RSUs ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Termination under Severance Plan | 683,074 | 1,107,338 | — | 1,790,419 |
| Change in Control | — | 4,429,424 | — | 4,429,424 |
| Death or Disability | — | 4,429,424 | — | 4,429,424 |
Structure notes:
- RSU agreements include accelerated vesting in change‑in‑control, death, or disability scenarios; severance/retirement provide continued vesting subject to performance for PBRSUs, though Verdeschi’s 2024 grant was time‑based RSUs .
Compensation Structure Analysis
- Mix and risk: Verdeschi’s 2024 compensation was heavily variable, with a prorated cash bonus and time‑based RSUs; no options were granted to him for 2024 new‑hire equity, which lowers performance‑leverage versus option grants used for other NEOs (60% PBRSUs, 40% options) .
- Performance linkage: Annual cash bonuses are driven by EPS performance under the Corporate Executive Bonus Plan with zero payout below 50% of target; 2024 payouts were funded at 117.69% reflecting company performance .
- Governance safeguards: Strong clawback framework, strict anti‑hedging/pledging policy, and stock ownership guidelines support alignment and risk controls .
- Peer/consultant oversight: Semler Brossy serves as independent advisor to the Compensation Committee on market practices and peer composition; 2024 review identified no conflicts .
Performance & Track Record (Selected)
- 2024 results: $5.9B net income; diluted EPS $2.99; ROTCE 35%; $367B core net new assets; total client assets $10.1T .
- 1Q25: Record net revenues up 18% YoY; capital return included dividend increase and $1.5B common repurchases; bank supplemental funding reduced to $38.1B; CFO commentary emphasized through‑cycle stockholder value .
- 2Q25: Net revenues up 25% YoY; $2.8B capital returned including ~$2.5B preferred redemption and >$350M buybacks; bank supplemental funding reduced to $27.7B; CFO commentary highlighted diversified model and capital strength .
- CCAR 2025: Stress capital buffer at 2.5% floor; CET1 disclosed as strong due to low‑risk balance sheet assets; CFO reiterated capital position durability .
Equity Ownership & Alignment – Additional Policies
- Recoupment: Section 16 clawback plus broader executive recoupment policy; equity award cancellation/disgorgement rights retained for violations .
- Insider trading controls: Policy prohibits speculative trading, short sales, opening options positions, and pledging/margining company securities .
- Ownership guideline: Executives must maintain ≥3× base salary in stock; CEO at ≥5× .
Investment Implications
- Pay‑for‑performance alignment: Cash bonus tied to EPS and enterprise performance; broader NEO equity uses PBRSU metrics (ROTCE over COE), but Verdeschi’s 2024 equity was time‑based RSUs as a new hire—reducing near‑term performance leverage versus peers and increasing retention orientation .
- Retention risk and selling pressure: Four annual RSU tranches (2025–2028) create scheduled vesting events that could introduce periodic selling pressure; current beneficial ownership shows no reported common shares as of March 3, 2025, implying alignment will build over time through vesting and ownership guideline requirements .
- Change‑in‑control economics: Material RSU acceleration ($4.43M) in CIC/death/disability scenarios; severance cash limited and formulaic (min 7 months, max 12 months), which tempers cash severance risk while leaving equity as the dominant CIC value driver .
- Governance quality: Strong clawbacks, anti‑hedging/pledging, and independent consultant oversight reduce misalignment risk; no related‑party transactions disclosed for Verdeschi .
- Execution indicators: CFO communications highlight funding reduction, capital buffer stability, and stepped‑up capital returns during 2025—positive signals for balance sheet discipline and shareholder returns under his financial leadership .