Richard A. Wurster
SCHWAB CHARLESAbout Richard A. Wurster
Richard A. Wurster is CEO of The Charles Schwab Corporation since January 1, 2025 and a director since 2025; he has served as President of the company and President/director of Charles Schwab & Co., Inc. since 2021. He is 52 years old at the 2025 annual meeting and has held senior roles across Schwab’s asset management subsidiaries since 2016, after prior employment at Wellington Management and McKinsey & Company (asset management practice leader and Associate Principal) . As CEO, he works closely with the board on Schwab’s strategic positioning; 2024 compensation reflected a heavy equity mix with PBRSUs tied to multi‑year ROTCE vs COE and an annual cash incentive funded at 117.69% based on CEBP metrics (historically EPS) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Charles Schwab Corporation | Chief Executive Officer | 2025–present | CEO leading corporate strategy; board interface |
| The Charles Schwab Corporation | President | 2021–present | Oversight of enterprise operations; leadership of CS&Co. |
| Charles Schwab Investment Management, Inc. | Chief Executive Officer | 2019–2021 | Led Schwab’s investment management subsidiary |
| Charles Schwab Investment Advisory, Inc. | Chief Executive Officer | 2018–2021 | Led advisory business |
| ThomasPartners, Inc. | Chief Executive Officer | 2016–2018 | Managed acquired asset management platform |
| Windhaven Investment Management, Inc. | Chief Executive Officer | 2016–2018 | Led ETF‑based investment manager |
| Schwab Asset Management Solutions/Services | Head (EVP) | 2019–2021 / 2021 | Built/directed asset management product suite |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Schwab Family of Funds; Schwab Investments; Schwab Capital Trust; Schwab Annuity Portfolios; Laudus Trust; Schwab Strategic Trust | Trustee | Ongoing | Fund complex trustee across multiple registered investment companies |
| Wellington Management Company | Employee | Pre‑2016 | Investment management experience |
| McKinsey & Company | Asset Management Practice Leader; Associate Principal | Pre‑2016 | Strategy/operations in asset management |
Fixed Compensation
| Metric | 2024 | 2025 (set at transition) |
|---|---|---|
| Base Salary | $1,000,000 | $1,250,000 effective Jan 1, 2025 |
| Target Annual Cash Incentive % | 300% of salary | 325% of salary |
| Target Annual Cash Incentive ($) | $3,000,000 | $4,062,500 |
| Actual Annual Cash Incentive ($) | $3,530,700 (funding 117.69%) | Not disclosed |
| Target Long‑Term Incentive Award ($) | $8,000,000 (60% PBRSUs; 40% stock options) | $12,687,500 |
| All Other Compensation | $18,702 (incl. $17,500 401(k) match) | Not disclosed |
| Total Compensation | $12,549,487 | Not disclosed |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (CEBP ‑ 2024) | EPS goal (CEBP design) | Not disclosed | $3,000,000 | $3,530,700 (funding 117.69%) | Annual cash (for FY 2024) |
| PBRSUs (Grant 3/1/2024; Performance 2024–2026) | ROTCE excluding AOCI / COE (3‑yr) | 60% of LTI | 72,391 units target | Earn‑out range 50%–200% of target; actual not yet determined | 100% at 3/1/2027 if performance achieved |
| Stock Options (Grant 3/1/2024) | Stock price appreciation | 40% of LTI | 167,628 options at $66.47 strike | N/A (realization via exercise) | 25% annually over 4 years; expire 3/1/2034 |
| PBRSUs (Grant 3/1/2022; Performance 2022–2024) | ROTCE / COE (3‑yr) | N/A | 52,460 units target (Wurster) | Paid at 176.84% → 92,770 units payout on 3/1/2025 | 100% on 3/1/2025 |
| PBRSUs (Grant 3/2/2020; Performance 2020–2022) | ROTCE / COE (3‑yr) | N/A | N/A | Paid at 194.86% → 31,514 units (3/2/2023) | 100% on 3/2/2023 |
Equity Ownership & Alignment
| Date (Record) | Shares Owned | Right to Acquire Within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| March 3, 2025 | 178,816 | 385,729 | 564,545 | <1% |
| March 4, 2024 | 101,555 | 245,284 | 346,839 | <1% |
- Stock ownership guidelines: CEO must hold ≥5x base salary; other executives ≥3x; includes RSUs/PBRSUs; options excluded. Compliance monitored with 5‑year window; as of Dec 31, 2023, each NEO met requirement .
- Hedging/pledging: Company policy prohibits hedging (short sales, buying to open options, selling uncovered options), speculative trading, and using company securities as collateral or pledging .
Outstanding and Recently Vested Equity
| Category | Detail |
|---|---|
| Options outstanding (12/31/2024) | Exercisable: 4,956; 26,069; 37,899; 47,304; 62,612; 36,479 at strikes $46.39; $41.63; $41.98; $64.10; $77.86; $77.41 with expirations 11/1/2028; 6/3/2029; 3/2/2030; 3/1/2031; 3/1/2032; 3/1/2033; Unexercisable: 15,769; 62,612; 109,440; 167,628 with 3/1/2034 strike $66.47 |
| Unvested time‑based RSUs (12/31/2024) | 107,753 units; market value $4,991,456 |
| Unearned PBRSUs (12/31/2024) | 134,531 units; payout value at target ranges disclosed; market/payout value $9,956,639 |
| Stock vested (2024) | 73,337 shares vested; value realized $4,950,701 |
| Stock vested (2023) | 49,488 shares vested; value realized $3,307,408 |
Time‑based RSU Vesting Schedule (selected grants)
| Grant | Vesting Dates | Units |
|---|---|---|
| RSUs (10/25/2021) | 10/25/2023; 10/25/2024; 10/25/2025 | 14,983 each tranche |
| RSUs (6/3/2019) | 6/3/2023 (final tranche) | 2,991 |
Employment Terms
| Topic | Terms |
|---|---|
| CEO appointment (comp at transition) | Effective Jan 1, 2025: Salary $1,250,000; Target cash incentive 325% of salary; Target LTI $12,687,500 |
| Severance Plan (non‑Mr. Schwab) | For job elimination only: lump‑sum = base salary for 15 business days × full years of service (min 7 months, max 12 months) + 60‑day notice salary; COBRA lump‑sum; time‑based awards vest during severance period; PBRSUs continue to vest during severance period if performance goals met |
| Equity acceleration (change in control, death, disability) | Unvested stock options, RSUs, and PBRSUs fully vest upon a change in control, death, or disability per award agreements |
| Illustrative Termination/CoC Economics (as of 12/31/2022) | Termination under Severance Plan: Salary/bonus $683,074; Options $1,404,942; RSUs $2,872,886; Other $15,403; Total $4,976,306. Change in control: Options $2,907,476; RSUs $13,412,437; Total $16,319,913 |
Board Governance
- Board service: Director since 2025; current term expires 2026; age 52; concurrently serves as CEO and President .
- CEO succession/board structure: Effective Jan 1, 2025, board expanded to 17; Wurster appointed to board; Walter W. Bettinger II transitioned to Executive Co‑Chairman alongside Charles R. Schwab, separating CEO from Chair roles .
- Committee roles: Not disclosed for Mr. Wurster in retrieved text; biography lists qualifications across public company executive, financial services, brokerage/investment banking, IT/cybersecurity, strategic planning, finance, operations, regulatory, international business .
Compensation Committee and Peer Practices
- Independent consultant: Semler Brossy engaged directly; attended all 2024 meetings; advised on peer group, CEO transition package, pay levels/design; 2024 independence assessment identified no conflicts .
- LTI design: 2024 mix 60% PBRSUs, 40% options; no year‑over‑year LTI increases for 2024; options vest 25% per year over 4 years; PBRSUs based on RO TCE vs COE over three years .
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation for Wurster heavily equity‑weighted ($8.0m LTI vs $1.0m salary; CEBP $3.53m) consistent with pay‑for‑performance alignment .
- Shift in metrics: Continued use of multi‑year ROTCE/COE for PBRSUs; annual cash incentive funded on CEBP metrics (EPS‑based design) .
- Award outcomes: PBRSUs have paid above target in prior cycles (e.g., 176.84% for 2022 grant; 194.86% for 2020 grant), indicating strong ROTCE vs COE performance targets achieved historically .
- LTI stability: Committee made no YOY increases in LTI amounts for 2024; signals discipline amid macro rate cycle and balance sheet sensitivity .
Risk Indicators & Red Flags
- Hedging/pledging prohibited: Insider policy prohibits hedging and pledging; reduces misalignment risks .
- Ownership guidelines met: All NEOs met guidelines as of Dec 31, 2023; mitigates under‑ownership risk .
- Change‑in‑control equity acceleration: Awards fully vest on change‑in‑control; single‑trigger equity acceleration can be shareholder‑sensitive in a sale scenario .
- Related party transactions: 8‑K states no related‑party transactions involving Wurster requiring Item 404(a) disclosure .
Investment Implications
- Strong alignment via PBRSUs and ownership guidelines, combined with prohibition on pledging/hedging, points to high skin‑in‑the‑game and mitigated misalignment risk .
- Above‑target PBRSU payouts in recent cycles (176.84% in 2025; 194.86% in 2023) indicate the ROTCE/COE framework has rewarded multi‑year value creation; monitor future cycles (2024–2026) to gauge persistence as NII normalizes .
- Insider selling pressure appears manageable: no option exercises by Wurster in 2023–2024, with vesting flows of 73,337 shares in 2024 and 49,488 in 2023; watch vesting calendars (3/1/2026–3/1/2027 PBRSUs; 10/25/2025 RSUs) for potential systematic sales .
- Governance: CEO is a management director with Executive Co‑Chairmen structure at the board level; single‑trigger equity acceleration on change‑in‑control warrants attention in M&A scenarios .