Paula A. Sneed
SCHWAB CHARLESAbout Paula A. Sneed
Independent director since 2002 (age 77), Paula A. Sneed chairs Schwab’s Compensation Committee. She is Chairman and CEO of Phelps Prescott Group, with prior senior executive roles at Kraft Foods including EVP, SVP, and divisional president; her core credentials are marketing and general management leadership . The board deems her independent under NYSE standards; in 2024, each director attended at least 75% of applicable meetings and directors hold regular executive sessions led by the Nominating & Corporate Governance Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phelps Prescott Group, LLC | Chairman & CEO | 2007–present | Strategy/management consulting leadership |
| Kraft Foods, Inc. | EVP, Global Marketing Resources & Initiatives | 2005–2006 | Senior executive leadership; marketing oversight |
| Kraft Foods, Inc. | SVP, Global Marketing Resources & Initiatives | 2004–2005 | Global marketing initiatives |
| Kraft Foods North America | Group VP & President, E‑Commerce & Marketing Services | 2000–2004 | Digital and marketing services leadership |
| General Foods/Kraft (earlier) | CMO; EVP & President (eCommerce, Desserts); SVP & President (Food Service) | Since 1977 (various roles) | Multiple divisional leadership postings |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| TE Connectivity plc | Director | 2007–2020 | Manufacturing and engineered components board service |
| Airgas, Inc. | Director | 1999–2016 | Industrial gases board service |
| Berry Global Group, Inc. | Director | 2018–2022 | Packaging manufacturer board service |
Board Governance
- Committee assignments: Compensation Committee Chair (Sneed); Compensation met 8 times in 2024 .
- Independence: Independent under NYSE; majority-independent board (73%), regular executive sessions led by NCG Chair (Frank C. Herringer) .
- Attendance: Board held 8 meetings in 2024; each director attended at least 75% of applicable board and committee meetings; all directors attended the 2024 annual meeting except Bharat Masrani .
- Compensation Committee remit: approves executive goals, incentive plans, equity plans, oversees incentive compensation risk .
- Stock ownership guidelines (directors): minimum $400,000 within 5 years; all directors complied as of Dec 31, 2024 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash retainer (2024) |
| Committee chair fee (Compensation) | $50,000 | Additional annual chair retainer (2024) |
| Total cash earned (2024) | $150,000 | As reported for Sneed |
| Meeting fees | $0 | No board/committee meeting fees |
- Director compensation program: Board made no changes to the non‑employee director program in 2024 following Compensation Committee review with Semler Brossy; consultant engagement assessed independent, no conflicts identified .
Performance Compensation
| Equity Component | Grant Value (2024) | Structure | Vesting/Terms |
|---|---|---|---|
| RSUs (annual grant) | $129,027 | Part of standard director equity (60% of $215,000) | Vests 25% at 1st and 2nd anniversary, 50% at 3rd; accelerated on death/disability/retirement |
| Stock options (annual grant) | $86,008 | Part of standard director equity (40% of $215,000) | 10-year term; exercise price equals closing price on grant date; post‑service exercise windows as stated |
- Grant timing: Second business day after annual meeting; timing not influenced by MNPI .
- Performance metrics: None for director equity; RSUs/options are time‑based (no TSR/financial hurdles disclosed for directors) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Sneed in the 2025 proxy .
- Prior boards: TE Connectivity, Airgas, Berry Global (see External Roles above) .
- Interlocks/conflicts: Proxy discloses ordinary‑course transactions with certain large holders and that directors or affiliates may have standard credit arrangements on market terms; no Sneed‑specific related‑party transactions are disclosed . Governance policy requires Audit Committee review/approval for related‑party transactions >$120,000 .
Expertise & Qualifications
- Marketing and executive management; strategic planning; business operations; public company board experience .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares owned (direct/indirect) | 114,301 |
| Right to acquire within 60 days (options) | 67,738 |
| Total beneficial ownership | 182,039; <1% of outstanding shares |
| Outstanding awards (as of 12/31/2024) | Options: 25,708; RSUs: 55,857 |
| Director ownership guideline compliance | All directors compliant as of 12/31/2024 |
| Hedging/pledging | Prohibited by Insider Trading Policy, including pledging/margin; policy bans speculative trading and pledging company securities |
Governance Assessment
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Strengths: Long tenure with marketing/management depth; chairs Compensation Committee with documented risk oversight; regular committee/board evaluations and executive sessions; director ownership guideline compliance supports alignment .
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Compensation governance: Director pay mix balances cash and equity; unchanged program vs peers; independent consultant with no conflicts; clear grant timing controls .
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Shareholder signals: 2024 say‑on‑pay support ~91% indicates broad confidence in compensation oversight; Sneed chaired the committee in 2024 .
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Related‑party/pledging risk: No Sneed‑specific related‑party transactions disclosed; pledging/hedging prohibited, reducing misalignment risk .
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RED FLAGS: None disclosed specific to Sneed (no attendance shortfall, no related‑party exposure, no hedging/pledging). Continued monitoring warranted for any future related‑party transactions or changes in director equity design.