Form 4: Schwab Director Marianne Brown Receives RSU Grant

The Charles Schwab Corporation director Marianne Brown received 394 restricted stock units as part of her deferred compensation plan.

Summary

• Marianne Catherine Brown, a Director of The Charles Schwab Corporation (SCHW), acquired 394 Restricted Stock Units (RSUs).
• The transaction occurred on January 2, 2026.
• These RSUs were granted under the Directors' Deferred Compensation Plan II and are held in a rabbi trust for her benefit.
• Each RSU represents a right to receive one share of company stock and was received in lieu of cash director fees.
• Following this transaction, Marianne Brown beneficially owns a total of 7,365.22 RSUs.
• The total RSU ownership includes 20.43 RSUs acquired through dividend reinvestment in November 2025.
• The RSUs will be distributed to Marianne Brown when she leaves the Board of Directors.

Sentiment

Score: 5

Explanation: The filing reports a routine director compensation event, which is neutral in its immediate impact on company sentiment.

Positives

• Director compensation aligns interests with shareholders through equity ownership.
• The use of a deferred compensation plan and rabbi trust indicates a structured approach to director remuneration.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future financial performance or strategic direction.

Management Comments

• Each restricted stock unit ('RSU') represents a right to receive one share of company stock.
• The RSUs were received pursuant to the Directors' Deferred Compensation Plan II (the 'Plan') and are held in a rabbi trust for the benefit of the reporting person pursuant to the terms of the Plan.
• The RSUs are held in a rabbi trust for the benefit of the reporting person and are distributed to the reporting person when she leaves the Board of Directors.
• The RSUs were received in lieu of cash compensation otherwise payable as director fees.

Industry Context

The grant of restricted stock units to directors as part of a deferred compensation plan is a common practice among publicly traded companies, aligning director incentives with long-term shareholder value and providing tax-efficient compensation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of director compensation is a widely adopted practice across various industries, including financial services, as it aligns the interests of directors with those of shareholders by tying compensation to the company's stock performance.
• Deferred compensation plans, such as The Charles Schwab Corporation's Directors' Deferred Compensation Plan II, are standard mechanisms for directors to defer income and manage tax liabilities, similar to plans offered by peers like Fidelity, Vanguard, or other large financial institutions.
• Holding RSUs in a rabbi trust until the director leaves the board is a common arrangement to ensure the deferred compensation is available while providing some protection against company insolvency, a structure seen in many corporate governance frameworks.

Corporate Governance

Stakeholder Impact

• Shareholders: Director's interests are further aligned with shareholders through increased equity ownership, potentially fostering long-term value creation.

Next Steps

• The acquired Restricted Stock Units will be distributed to Marianne Brown upon her departure from the Board of Directors.

Key Dates

Keywords

SCHW, Charles Schwab, Form 4, Restricted Stock Units, RSU, Director Compensation, Insider Transaction, Deferred Compensation