her title was executive vice president for
corporate oversight, but she soon took on
the general counsel title, too.
If the classic financial-services lawyer
tends to deny wrongdoing, avoid
responsibility and resist consumer-protection
regulations—all the while brimming with
an overabundance of confidence—Dwyer
breaks the mold. She even admits to bouts
of misgivings and doubt.
“It’s always really scary to take on
something big that you’ve never done
before,” Dwyer says. “I kept telling
myself, ‘I think I can do this,’ but you
never really know.”
Initially, she managed about 75 people.
Now it’s almost 500. She’s in charge
of all the firm’s legal functions and the
far-ranging compliance and regulatory
oversight required of the firm. One group
of her lawyers is in charge of contracts,
employment, litigation, arbitration,
mergers and acquisitions and other
corporate transactions. Another group
covers the core investment business,
including retail, advisory, banking and
retirement-planning services. She’s also
in charge of Schwab’s lobbying effort, and
oversees internal information security and
internal audits, along with compliance
units that ferret out fraud and money
laundering, and a unit that monitors
dealings with the Federal Reserve.
“It’s a pretty tough job if you’re doing
it right,” she says. “You have to think
strategically all the time, about how day-
to-day transactions can affect the long-
term business of the company.”
Dwyer talks to her seven direct reports
daily and says they all have a good sense
of when she needs to be involved. She
says that while she delegates a great
deal, her management style can still be
characterized as “extremely involved,”
including in her dealings with outside
counsel. “At any given time, we’re using
lawyers from a couple hundred law firms,”
she says. “But we do a tremendous amount
of work in-house, and a lot of our litigation
is handled directly.”
“Carrie Dwyer is the GC that every CEO
and outside counsel dreams of,” says one
of her outside counsel, Faith Gay, co-chair
of the national trial practice group at Los
Angeles-based Quinn Emanuel Urquhart
& Sullivan. “She is perfectly attuned to
Schwab’s needs while being open to
new approaches to thorny issues. She is
unafraid of risk without being reckless. She
goes deep on every issue without being
inefficient. Above all, she knows how to
make a decision without dithering. What
more could a well-run business ask for?”
“Carrie’s mastery of corporate and
securities law is extraordinarily impressive,
as is her deft handling of interpersonal
relationships,” says Stephen J.
Senderowitz, partner at the Chicago-based
firm Winston & Strawn, who has worked
as an outside litigator on several major
Schwab cases. “She creates a culture
of encouragement among her staff and
outside counsel.”
One of the worst experiences of her
career came during the fallout from the
housing market crash, when a Schwab
short-term bond fund did poorly and
the firm was hit by an SEC case. State
regulators and several class action lawsuits
claimed that investors were not warned
about risks in the fund’s mortgage-backed
securities. “I lost a lot of sleep over it,”
Dwyer says. “Occasionally during that
[time], I wondered if I was the right person
for this job. I’m sure other people wondered
that, too.” Ultimately, she helped guide
Schwab to $350 million in settlements
and a raft of new internal safeguards. “I’d
be very uncomfortable working in a firm
that was just about maximizing profits and
didn’t care about the business it was in,”
Dwyer says. “I really like working for a place
that wants to do the right thing.”
Neal E. Sullivan, now a partner at Sidley
Austin in Washington, D.C., offers a telling
example of Dwyer’s M.O. when he worked
with her for several years in a case involving
the 50 state securities regulators in the
North American Securities Administrators
Association. A handful of small financial
advisers had mismanaged clients’ funds.
They made recommendations to their
clients for trades that were affected
through Schwab—which acted solely as a
custodian. Sullivan, then at Boston-based
Bingham McCutchen, was hired to help
represent Schwab.
“[That case] was a mess,” he says. “But
Carrie said, ‘Let’s make something good
out of this.’ The first thing she did was say
that Schwab would step up and make
restitution to the clients—even though
Schwab had no legal responsibility for
the losses or the wrongdoing. She just
thought it was the right thing to do. Then
she worked with regulators to enhance the
oversight of money movements. It led to
better compliance, and to more protection
for investors. It was a real smart, practical,
common-sense solution. There are not a
lot of people in this business who would
have done that.”
Away from work, Dwyer spends a lot of
time with her 26-year-old daughter and
21-year-old son. During the week she stays
in a small place in San Francisco, but she
retreats on weekends to her Napa Valley
home, where she keeps two dressage
horses and an ambitious garden. “No
grapes,” she says. “Just horses.”
Pressed to reminisce, she tells stories
about the time senior executives at AMEX
fled to the men’s room to escape her. Or
the times when she couldn’t enter certain
clubs through the front door because she
was a woman.
“I don’t know if I’d call myself a
feminist, but for every time something
bad happened because I was a woman,
there was someone saying, ’Don’t worry,’”
she says. “It might sound like it was
intimidating to be the only woman in a sea
of men at every meeting, but I didn’t mind.
I like men.”
That includes Charles Schwab, who
founded the firm more than 40 years ago.
The feeling is mutual.
“Carrie has always been the first person
I would go to with my crazy ideas about
new services for investors,” Schwab says.
“She could tell me in a second whether I
should pursue it as a business idea or if it
wouldn’t meet the regulatory tests. She’s
always been my first filter for anything of
business importance.”
Dwyer sees her parents, the former
mayor/financial adviser and the former
housewife/amateur career counselor,
often. She occasionally raps with her dad
about yield curves and with her mom about
that eureka moment at the kitchen table.
“We’ve laughed about it,” Dwyer says.
“She was a stay-at-home mom, but she
was incredibly intelligent, and so well
read. She probably would have been a
great businesswoman.”
