Item 5.02         Departure of Directors or Certain Officers; Election of Directors;
                  Appointment of Certain Officers; Compensatory Arrangements of Certain
                  Officers.

On October 25, 2021, the Compensation Committee of the Board of Directors of The Charles Schwab Corporation (CSC) approved compensation for Richard A. Wurster in connection with his appointment as President, effective October 15, 2021. The compensation consists of the following:

•An annual base salary of $750,000, effective as of October 15, 2021;

•An increase in his target bonus from 200% to 250% of his base salary for an annual cash incentive payment, with his 2021 payment to be prorated at 200% from January 1 until October 14 and 250% from October 15 until December 31; and

•A special one-time equity award with a grant date of October 25, 2021, consisting of restricted stock units with a value of $5,000,000.

The restricted stock units vest 25% on each of the first, second, third, and fourth anniversary of the grant date. The number of restricted stock units was 59,931 and was determined by dividing $5,000,000 by the market value of a share of CSC's common stock on the date of grant ($83.43), which was the average of the high and low price of a share of CSC's common stock on October 25, 2021.

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