8-KLeadership ChangesExhibits & Filings

SCHWAB CHARLES CORP 8-K Report, Executive Changes (Aug 28, 2019)

Filed August 28, 2019For Securities:SCHWSCHW-PDSCHW-PJ

Summary

The Charles Schwab Corporation (SCHW) filed an 8-K on August 28, 2019, detailing a separation agreement with former Executive Vice President, Terri R. Kallsen, effective August 1, 2019. Ms. Kallsen's position was eliminated due to an organizational restructuring. The agreement outlines severance payments, accelerated vesting of equity awards, and ongoing obligations such as confidentiality and non-disparagement. This filing is primarily an administrative update regarding executive departures and associated compensation packages, not indicating any immediate strategic shifts or material financial impacts for the company. Investors should note the specific terms of the separation, including the total cash severance and the conditions for an additional payment. The accelerated vesting of equity suggests a standard practice for departing senior executives under such circumstances, aiming to retain alignment until their departure. The company's commitment to organizational restructuring implies a focus on efficiency or strategic realignment, which is a common business practice.

Key Highlights

  • 1Effective August 1, 2019, Terri R. Kallsen, Executive Vice President – Investor Services, departed from The Charles Schwab Corporation due to an organizational restructuring.
  • 2Ms. Kallsen received a separation agreement that includes a lump-sum cash payment of $876,671.85, subject to withholdings.
  • 3The severance payment is composed of seven months of base salary and health plan costs, plus an additional eleven months of base salary.
  • 4The agreement includes accelerated vesting of stock options and continued vesting of performance-based restricted stock units.
  • 5An additional lump-sum cash payment of $3,210,000 is contingent upon Ms. Kallsen's adherence to the agreement's terms and is payable between March 1 and March 15, 2020.
  • 6Ms. Kallsen is bound by a non-disclosure, non-disparagement, and cooperation agreement, in addition to her existing confidentiality and intellectual property obligations.
  • 7The filing confirms the terms of the separation agreement, filed as an exhibit to the 8-K.

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