Board Justification

The executive compensation program supports the company’s strategic objectives through the following design principles: Pay for Performance Stockholder Value Creation Risk Management § Link executives’ pay with company financial and stock price performance. § Reward executives for individual performance. § Promote profitable growth that delivers on the annual and long-term operating plan. § Attract, retain, and reward talented executives. § Create appropriate balance of risk and reward. § Ensure effective governance and risk management practices are in place.

Board Justification

Each NEO is eligible to earn an annual cash incentive pursuant to the CEBP, the intent of which is to reward executives for strong results during the performance year, in support of long-term value creation. The Compensation Committee chose to use adjusted diluted EPS as the performance criterion for the CEBP because it believes the measure provides a comprehensive assessment of the company’s profitability and focuses executives on operating performance and decisions around capital structure.

Board Justification

The amounts shown in this column for 2024 include $17,500 for each NEO for employer match contributions under the company’s defined contribution plan, the SchwabPlan Retirement Savings and Investment Plan, which is a 401(k) plan available to all eligible employees.

Board Justification

Includes PBRSU awards under the 2013 Stock Incentive Plan with a grant date of March 1, 2022 and vest 100% on the third anniversary of the grant date. The shares underlying the PBRSU awards granted on March 1, 2022 were paid based on an achievement of performance goals of 176.84%