Form 4: Charles Schwab Director Stephen Ellis Acquires Restricted Stock Units as Deferred Compensation

Stephen A. Ellis, a Director at Charles Schwab Corporation, acquired 371 Restricted Stock Units on July 1, 2025, as part of a deferred compensation plan, bringing his total beneficial ownership to 11,626.64 RSUs.

Summary

• Stephen A. Ellis, a Director of Charles Schwab Corp (SCHW), acquired 371 Restricted Stock Units (RSUs).
• The transaction occurred on July 1, 2025.
• These RSUs were received pursuant to the Directors' Deferred Compensation Plan II.
• The RSUs are held in a rabbi trust for Mr. Ellis's benefit and will be distributed upon his departure from the Board of Directors.
• The RSUs were received in lieu of cash compensation for director fees.
• Following this transaction, Mr. Ellis beneficially owns 11,626.64 RSUs, which includes 34.77 RSUs acquired through dividend reinvestment.

Sentiment

Score: 7

Explanation: The sentiment is positive as the transaction indicates a director's increased equity stake and alignment with shareholder interests through deferred compensation, a standard and generally well-regarded practice.

Positives

• Director Stephen A. Ellis's acquisition of Restricted Stock Units (RSUs) in lieu of cash compensation demonstrates alignment of his interests with those of shareholders.
• The increase in beneficial ownership to 11,626.64 RSUs, including 34.77 RSUs from dividend reinvestment, indicates a growing stake in the company's future performance.

Negatives

• NA

Risks

• NA

Future Outlook

The Restricted Stock Units acquired by Director Stephen A. Ellis are held in a rabbi trust and will be distributed to him upon his departure from the Board of Directors.

Management Comments

• The acquisition of Restricted Stock Units was made pursuant to the Directors' Deferred Compensation Plan II.
• The RSUs were received in lieu of cash compensation otherwise payable as director fees.

Industry Context

The practice of compensating directors with equity, such as Restricted Stock Units, is a common corporate governance practice across the financial services industry. It aligns the interests of directors with long-term shareholder value creation, a trend widely adopted by major financial institutions.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Acquisition of 371 Restricted Stock Units by Director Stephen A. Ellis from Charles Schwab Corporation as part of the Directors' Deferred Compensation Plan II, in lieu of cash compensation.

Stakeholder Impact

• Shareholders: The acquisition of RSUs by a director aligns management's interests with long-term shareholder value, potentially fostering more prudent decision-making.

Next Steps

• Distribution of Restricted Stock Units to Stephen A. Ellis upon his departure from the Board of Directors.

Key Dates

Recommendation

Keywords

Charles Schwab, SCHW, Form 4, Restricted Stock Units, RSU, Director Compensation, Insider Transaction, Deferred Compensation, Stephen A. Ellis