Carrie Dwyer, Schwab's top lawyer, retires; firm revamps the job

NEW YORK Mon May 12, 2014 4:06pm EDT

NEW YORK May 12 (Reuters) - Carrie E. Dwyer, who has overseen Charles Schwab Corp's legal, compliance, risk management, audit, fraud investigations and lobbying efforts for more than a decade, has retired from the retail brokerage, said people familiar with the move.

A Schwab spokesman did not return requests for comment on Monday, but a person answering Dwyer's phone confirmed that she is no longer general counsel. Schwab is using her retirement to narrow the reporting lines and responsibilities she carried in her broader role as "head of corporate oversight" because regulators have raised governance concerns about her broad remit, said another person familiar with the company's plans.

Dwyer joined the San Francisco-based company in 1996 from the U.S. Securities and Exchange Commission, where she was senior counselor to then-SEC Chairman Arthur Levitt.

"She's so multi-faceted that wherever she went she would have had a pretty broad portfolio," said Levitt, who knew that Dwyer had retired but not that Schwab was redefining the job. "She made everyone she worked for look a lot smarter than they are."

Jeff Brown, who has been running Schwab's regulatory and legislative affairs activities in Washington, has moved to San Francisco and is serving as acting general counsel. The company is considering him as well as outsiders for the general counsel role.

As executive vice president and head of corporate oversight, Dwyer was one of the company's highest-paid executives. Since early March, she has sold $1.7 million of Schwab stock, according to regulatory filings.

After building its image as a discount broker taking orders from self-directed investors looking for cheap commissions, the firm, founded in 1973, now offers full-service brokerage and banking activities as well as financial advice to more than 9,000 individuals and clients of more than 7,000 independent investment advisers. Dwyer helped oversee several sensitive areas as the firm's profile changed.

For a time, she even oversaw the firm's internal auditing function, an area regulators were watching closely since Schwab took the unusual step several years ago of outsourcing many of its audit functions to Ernst & Young. Schwab in 2012 hired an E&Y official to run internal audit, though it still outsources some functions to the outside firm.

Dwyer, is a 1973 graduate of Santa Clara University and also received her law degree from the California school. She could not be reached for comment.

In 2008, the last time she was listed among Schwab's five highest-paid executives, she earned total compensation of $4.1 million, including a salary of $500,000 and other long- and short-term stock, option and cash awards. (Editing by Eric Walsh)

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