Stephen A. Ellis
SCHWAB CHARLESAbout Stephen A. Ellis
Independent director of The Charles Schwab Corporation since 2012; age 62; current term expires 2025. Managing Partner at TPG Inc., co-leading The Rise Fund; prior roles include CEO of Asurion, LLC and Worldwide Managing Director at Bain & Company. The board identifies Ellis’ qualifications in public company board service, financial services, asset management, strategic planning, finance, operations, international business, and ESG; he is designated an Audit Committee financial expert per SEC rules .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TPG Inc. | Managing Partner | 2015–present | Co-leads The Rise Fund (impact investing) |
| Asurion, LLC | Chief Executive Officer | 2012–2015 | Provider of consumer technology protection services |
| Bain & Company | Worldwide Managing Director | 2005–2012 | Global management consulting firm |
| Bain & Company (West Coast) | Managing Partner | 1999–2004 | Joined Bain in 1993 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Inc. | Managing Partner | 2015–present | Co-leads The Rise Fund |
| e.l.f. Beauty, Inc. | Director | 2019 | Prior public company board service |
Board Governance
| Committee | Role | Financial Expert | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Member | Yes (SEC “financial expert”) | 12 |
| Nominating & Corporate Governance Committee | Member | Not designated | 5 |
- Independence: Board determined Ellis is independent under NYSE standards (non-employee; independence affirmed) .
- Attendance: Board held 8 meetings in 2024; each director attended at least 75% of applicable board/committee meetings; annual meeting attendance was expected and achieved by then-serving directors (except one director) .
- Election status: Nominee for election in 2025; board recommends voting FOR Ellis .
Fixed Compensation (Director Pay – 2024)
| Component | Amount (USD) | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director cash retainer; Ellis deferred his cash retainers under DCP2 |
| Audit Committee member retainer | $20,000 | Member retainer; Ellis deferred |
| Nominating & Corporate Governance member retainer | $15,000 | Member retainer; Ellis deferred |
| Total cash deferred into options/RSUs (DCP2) | $135,000 | Ellis deferred entire cash retainers; corresponding 7,340 options were issued under DCP2 |
- Director cash/committee fee schedule: $100,000 annual cash retainer; Audit Chair $50,000; Audit member $20,000; NCGC Chair $50,000; NCGC member $15,000; no meeting fees .
Performance Compensation (Equity – 2024)
| Item | Grant-date fair value | Mix / Terms |
|---|---|---|
| Annual RSU grant | $129,027 | 60% of annual director equity; granted 2nd business day after annual meeting |
| Annual stock option grant | $86,008 | 40% of annual director equity; options granted same timing |
| Aggregate annual equity | $215,000 | Program design: 60% RSUs / 40% options |
| Vesting schedule | — | 25% at year 1; 25% at year 2; 50% at year 3; 100% upon death/disability/retirement |
| Option expiration | — | Options expire 10 years after grant; earlier upon certain separations |
| DCP2 deferral instrument (2024) | — | Ellis’ deferred retainers corresponded to 7,340 options under DCP2 (immediately vested; strike = closing price on deferral date) |
The company does not provide non-equity incentive plans, pension plans, or preferential earnings for non-employee directors; equity grants are automatic and time-vested, with no disclosed performance metrics for director awards .
Other Directorships & Interlocks
| Company | Role | Period | Notes | |---|---|---| | e.l.f. Beauty, Inc. | Director | 2019 | Prior service; no current interlocks disclosed |
- Independence consideration disclosures list relationships for several directors; none specifically reference Ellis beyond ordinary-course personal financial services available to directors, on market terms and not unfavorable .
Expertise & Qualifications
- Public company board service; financial services; asset management; strategic planning; finance; business operations; international business; ESG .
- Audit Committee financial expert designation; financially literate per NYSE standards .
Equity Ownership
| Metric (as of March 3, 2025) | Amount |
|---|---|
| Shares owned | 89,158 |
| Right to acquire within 60 days | 113,504 |
| Total beneficial ownership | 202,662 |
| Percent of outstanding shares | <1% |
| Outstanding Awards (as of Dec 31, 2024) | Count |
|---|---|
| Stock option awards | 112,013 |
| RSU awards | 14,999 |
- Stock ownership guidelines: Directors must hold at least $400,000 in company stock within five years; shares, deferred shares, and RSUs count; options excluded. All directors complied as of Dec 31, 2024 .
- Hedging/pledging: Insider Trading Policy prohibits speculative trading, hedging (shorts, opening option positions, uncovered options), and pledging/margin loans in company securities .
- Section 16 compliance: No late filings noted for Ellis in 2024; late reports were disclosed for other named individuals .
Governance Assessment
- Independence and oversight: Ellis is an independent director and Audit Committee financial expert, serving on Audit and NCGC—roles central to financial reporting integrity and board composition/succession/ESG oversight .
- Engagement and alignment: He attended at least 75% of applicable meetings in 2024; board recommends his re-election. He fully deferred cash retainers via DCP2 and holds RSUs/options under standard director programs, aligning long-term interests with shareholders within the $400,000 ownership guideline framework .
- Conflicts and red flags: No Ellis-specific related-party transactions or interlocks with Schwab’s counterparties are disclosed; company policy bans hedging/pledging, reducing alignment risks. No Section 16(a) late filings for Ellis in 2024 are reported .
RED FLAGS: None disclosed for Ellis.