Proxy Statement April 2, 2021 Dear Fellow Stockholders, We cordially invite you to attend our 2021 Annual Meeting of Stockholders to be held on Thursday, May 13, 2021, at 1:30 p.m. Central Time. The annual meeting will be held via the internet at www.schwabevents.com/corporation. Please follow the registration instructions as outlined in this proxy statement to attend the meeting virtually via the internet. We extend our sincerest thanks to Roger O. Walther, who retired as a director on December 31, 2020 following 31 years of service to our board. We appreciate Mr. Walther’s longstanding contributions and distinguished service to the company, exemplified by his effective guidance and leadership. At the annual meeting, we will conduct the items of business outlined in this proxy statement. We also will report on our corporate performance in 2020 and answer your questions. Your vote is important. We encourage you to read this proxy statement carefully and to vote your shares as soon as possible, even if you plan to attend the meeting. Voting instructions are contained on the proxy card or voting instruction form that you received with this proxy statement. We look forward to your participation. Sincerely, CHARLES R. SCHWAB WALTER W. BETTINGER II CHAIRMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER TABLE OF CONTENTS Proxy Summary ................................................... ii Notice of 2021 Annual Meeting of Stockholders ................................. vii Proxy Statement .................................................. 1 Voting Your Shares ................................................. 1 Attending the Annual Meeting ............................................ 1 Corporate Governance ................................................ 2 The Company ................................................... 2 The Board of Directors .............................................. 2 Board Leadership ................................................ 2 Director Independence ............................................. 3 Board Structure and Committees ........................................ 4 Board Qualifications and Composition ..................................... 7 Environmental, Social, and Governance Practices ................................ 10 Proposal One: Election of Directors ......................................... 12 Members of the Board of Directors ........................................ 12 Director Nominations ............................................... 29 Communications with the Board of Directors .................................. 29 Director Compensation .............................................. 29 Compensation Committee Interlocks and Insider Participation ......................... 33 Proposal Two: Ratification of the Selection of Independent Auditors ....................... 34 Auditor Fees .................................................... 34 Audit Committee Report ............................................. 36 Proposal Three: Advisory Approval of Named Executive Officer Compensation ................. 37 Compensation Discussion and Analysis ..................................... 37 Compensation Committee Report ........................................ 53 2020 CEO Pay Ratio ............................................... 53 Executive Compensation Tables ......................................... 54 2020 Summary Compensation Table ...................................... 54 2020 Grants of Plan-Based Awards Table ................................... 55 Narrative to Summary Compensation and Grants of Plan-Based Awards Tables ............... 56 2020 Termination and Change in Control Benefits Table ........................... 59 Outstanding Equity Awards as of December 31, 2020 ............................ 62 2020 Option Exercises and Stock Vested Table ................................ 65 2020 Nonqualified Deferred Compensation Table ............................... 66 Securities Authorized for Issuance under Equity Compensation Plans ...................... 67 Security Ownership of Certain Beneficial Owners and Management ........................ 68 Transactions with Related Persons .......................................... 70 Proposals Four and Five: Stockholder Proposals .................................. 73 Information about Voting Procedures and Proxies ................................. 77 i PROXY SUMMARY This summary highlights information contained in the proxy statement. This summary does not contain all of the information that you should consider, and you should review all of the information contained in the proxy statement before voting. ANNUAL MEETING OF STOCKHOLDERS Date: Thursday, May 13, 2021 Time: 1:30 p.m., Central Time Location: www.schwabevents.com/corporation Record Date: March 15, 2021 Voting: Stockholders as of the record date are entitled to vote. Each share of voting common stock is entitled to one vote. Registration: Please follow the advance registration instructions contained in the proxy statement on page 1. VOTING PROPOSALS Board Recommendation Page Election of Directors Walter W. Bettinger II For 13 Joan T. Dea For 15 Christopher V. Dodds For 16 Mark A. Goldfarb For 18 Bharat B. Masrani For 23 Charles A. Ruffel For 25 Ratification of Independent Auditors For 34 Advisory Approval of Named Executive Officer Compensation For 37 Stockholder Proposal on Lobbying Payments Against 73 Stockholder Proposal on Declassification of Board of Directors Against 75 ii DIRECTOR NOMINEES We ask that you vote for the election of Walter W. Bettinger II, Joan T. Dea, Christopher V. Dodds, Mark A. Goldfarb, Bharat B. Masrani, and Charles A. Ruffel. The following table provides summary information on these nominees. Complete biographical information is contained in the proxy statement. Director Name Age Since Occupation Skills Independent Committees Walter W. Bettinger II 60 2008 President and Chief Financial services Executive Officer, The expertise and Charles Schwab Corporation leadership experience Joan T. Dea 57 2017 Founder and Managing Investment and X Compensation Director, Beckwith consulting Nominating Investments LLC expertise, strategic planning, and leadership experience Christopher V. Dodds 61 2014 Co-Founder and Managing Leadership skills, X Risk Member, Crown Oak knowledge of Advisors LLC the financial services industry, and financial and accounting experience Mark A. Goldfarb 69 2012 Managing Partner, BDO Financial and X Audit USA, LLP accounting expertise and operational leadership experience Bharat B. Masrani 64 2020 Group President and Chief Financial Risk Executive Officer, The services Toronto-Dominion Bank expertise and international business and leadership experience Charles A. Ruffel 65 2018 Managing Partner, Kudu Financial X Risk Investment Management, services and LLC asset management expertise and leadership experience iii INDEPENDENT AUDITORS We ask that you ratify the appointment of Deloitte & Touche LLP and the member firms of Deloitte Touche Tohmatsu Limited (collectively referred to as Deloitte) as the company’s independent registered public accounting firm for the 2021 fiscal year. While the Audit Committee has the sole authority to retain the independent auditors, we are asking for your ratification as part of the Audit Committee’s evaluation process of the independent registered public accounting firm for the next fiscal year. Fees for services provided by Deloitte in the last two fiscal years were: 2020 2019 (amounts in millions) Audit Fees $ 9.2 $ 8.1 Audit-Related Fees 4.1 4.1 Tax Fees 0.1 — All Other Fees —— Total $13.4 $12.2 EXECUTIVE COMPENSATION We ask that you approve, on an advisory basis, the compensation of our named executive officers. The named executive officers are those executive officers listed in the Summary Compensation Table. The advisory approval of named executive officer compensation is required by federal law, and while the vote is not binding, the Compensation Committee considers the vote as part of its evaluation of executive compensation programs. 2020 Executive Compensation Highlights In 2020, our management team worked through a challenging environment and continued to execute on its strategy of helping our clients – individual investors and the people and institutions who serve them – by placing their perspectives, needs, and desires at the forefront. Effective execution of this “Through Clients’ Eyes” strategy and successfully closing several acquisitions, including TD Ameritrade Holding Corporation (TD Ameritrade) on October 6, 2020, helped us produce record core net new assets of $281.9 billion and reach total client assets of $6.69 trillion by year-end 2020. Our record operating performance, coupled with rising equity markets and ongoing expense discipline, supported strong financial results, including pre-tax profit margin of 36.8%. Diluted earnings per share (EPS) was $2.12 on a Generally Accepted Accounting Principles (GAAP) basis, adjusted diluted EPS was $2.45, Return on Common Equity (ROCE) was 9%, and Return on Tangible Common Equity (ROTCE) was 15%. (For reconciliation of non-GAAP financial measures including adjusted diluted EPS and ROTCE, please see “Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on pages 60 – 62 of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020). iv The company’s compensation programs are designed to link pay to the long-term performance of the company. Key elements of 2020 compensation