Ann Hackett
Lead Independent Director at COF
Board
About Ann Fritz Hackett
Ann Fritz Hackett is Lead Independent Director of Capital One Financial Corporation, serving on the Board since 2004. She is age 71 and currently chairs the Governance and Nominating Committee while also serving on the Compensation and Risk Committees . A former strategy consulting partner, Hackett co-founded Personal Pathways, LLC (2015–Jan 2020) and previously led Horizon Consulting Group, with deep experience in corporate strategy, change leadership, talent/succession planning, risk oversight, and performance-based compensation design . She also serves as a director of Fortune Brands Innovations, Inc. and MasterBrand, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Personal Pathways, LLC | Partner & Co‑founder | 2015–Jan 2020 | Enterprise collaboration technology; leadership/board advisory focus |
| Horizon Consulting Group, LLC | President | Founded 1996 (prior to 2015) | Strategy and human capital initiatives; performance management and succession planning expertise |
| Leading national strategy consulting firm | Vice President & Partner; Management Committee | 11 years (prior to Horizon) | Led HR; expertise in change management, performance-based culture, leadership development |
| Beam, Inc. (predecessor to Suntory Global Spirits) | Director | Dec 2007–Apr 2014 | Public board service experience |
External Roles
| Organization | Ticker | Role | Tenure/Notes |
|---|---|---|---|
| Fortune Brands Innovations, Inc. | FBIN | Director | Current public directorship |
| MasterBrand, Inc. | MBC | Director | Current public directorship |
| Tapestry Networks – Lead Director Network | — | Member | Select network of lead directors collaborating on board leadership matters |
Board Governance
- Lead Independent Director with robust authority: presides over executive sessions; can call meetings of Independent Directors; approves Board agendas/schedules; leads CEO performance assessment and succession discussions; leads Board self‑assessment; and is available for direct stockholder engagement .
- Committee assignments: Chair, Governance & Nominating; Member, Compensation; Member, Risk .
- Independence: Board determined all nominees other than the CEO are independent under Capital One’s standards and NYSE rules; Hackett is independent .
- Attendance: In 2024, the Board held 14 meetings; committees held 32 in aggregate (Audit 11, Risk 7, Governance & Nominating 8, Compensation 6). Each director attended at least 75% of meetings except one director (Craig Williams at 74.2%); this indicates Hackett met the ≥75% threshold .
- Engagement as Lead Independent Director: annual LID assessment; based on performance, independent directors unanimously supported Hackett’s re‑election as LID for a one‑year term beginning May 2024 .
- Also serves on the board of Capital One, National Association (principal banking subsidiary) .
Committee Assignments and 2024 Meetings
| Committee | Role | 2024 Meetings |
|---|---|---|
| Governance & Nominating | Chair | 8 |
| Compensation | Member | 6 |
| Risk | Member | 7 |
Fixed Compensation
- Structure approved May 2, 2024 (through 2025 ASM): Board retainer $100,000; Lead Independent Director $100,000; Chair fees—Audit/Risk $70,000, Compensation $45,000, Governance & Nominating $45,000; Member fees—Audit/Risk $30,000, Compensation/G&N $15,000; N.A. Trust Committee Member $10,000 .
- Independent consultant FW Cook advises on director pay program competitiveness; 2024 included a $25,000 increase to annual RSU grant value vs prior year .
Director Compensation (Hackett) – Reported
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $285,000 | $290,000 |
| Stock Awards (USD, grant-date fair value) | $210,050 | $235,121 |
| All Other Compensation (USD) | $16,716 | $18,100 |
| Total (USD) | $511,766 | $543,221 |
Notes: “All Other Compensation” reflects company charitable contributions directed by directors and value of certain event tickets/products . Management directors receive no director pay .
Performance Compensation
- Annual non‑management director equity: on May 2, 2024, Hackett received 1,658 RSUs valued at $235,121 ($141.81/share), vesting one year from grant; delivery of underlying shares deferred until Board service ends .
- Outstanding RSUs as of Dec 31, 2024: 55,988 RSUs .
2024 Director RSU Award Details (Hackett)
| Grant Date | Instrument | Shares | Per‑Share Value | Grant‑Date Value | Vesting/Delivery |
|---|---|---|---|---|---|
| May 2, 2024 | RSUs | 1,658 | $141.81 | $235,121 | Vests in 1 year; delivery deferred until service ends |
No performance metrics apply to director RSUs; these are time‑based and deferred for alignment .
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlock/Notes |
|---|---|---|---|
| Fortune Brands Innovations, Inc. | FBIN | Director | Disclosed as additional public directorship; no specific COF interlock disclosed in COF proxy |
| MasterBrand, Inc. | MBC | Director | Disclosed as additional public directorship; no specific COF interlock disclosed in COF proxy |
| Capital One, National Association | — | Director | Service on principal banking subsidiary board |
Expertise & Qualifications
- Strategy development; change leadership; risk management; talent management and succession planning; performance‑based compensation program design; international and technology experience .
- Extensive public board experience; member of Tapestry Networks’ Lead Director Network .
Equity Ownership
| Ownership Detail (as of Feb 4, 2025) | Amount |
|---|---|
| Common Stock | 650 |
| Stock that May Be Acquired within 60 Days (includes deferred RSUs) | 55,988 |
| Total Beneficial Ownership | 56,638 (<1% of shares outstanding) |
| RSUs for Which Delivery of Stock Is Deferred | 55,988 |
- Director stock ownership guideline: at least 5x annual Board cash retainer; all directors are in compliance .
- Hedging and pledging of Capital One securities are prohibited for directors; also prohibits use of COF securities in margin accounts .
Governance Assessment
- Board effectiveness and independence signals: As LID, Hackett has strong formal authorities across agenda-setting, executive sessions, CEO performance and succession, and stockholder engagement—supportive of effective challenge and independent oversight .
- Engagement and performance: The Board and committees conducted extensive meetings in 2024; Hackett met the ≥75% attendance requirement; LID role reaffirmed after annual assessment, indicating peer confidence in her leadership .
- Compensation alignment: Director pay includes a meaningful equity component with deferral until service ends, enhancing long‑term alignment; 2024 increased RSU grant value to maintain competitiveness, while cash retainers reflect role‑specific responsibilities (e.g., LID and committee chair) .
- Conflicts risk management: Related Person Transaction policy requires G&N review/approval with ordinary‑course, non‑preferential terms for any director banking relationships; independence determinations consider potential conflicts and annual questionnaires .
- Overboarding and capacity: COF limits non‑executive directors to four public boards (including COF); Hackett serves on two other public company boards (total three), within policy .
Compensation Committee Analysis (Context for her Committee Service)
- Hackett serves on the Compensation Committee, which oversees executive and director compensation, administers equity plans, designs compensation to balance risk and safety/soundness, and administers the clawback policy .
- The Committee uses FW Cook as its independent consultant for competitive benchmarking and program recommendations; 2024 review concluded the director program met objectives; RSU grant value increased by $25,000 to align with peers .
Risk Indicators & Red Flags
- Attendance: No attendance shortfall disclosed for Hackett; Board reported only one director below 75% in 2024 (not Hackett) .
- Hedging/pledging: Prohibited for directors—mitigates misalignment/credit risk from pledging .
- Related‑party exposures: Any director loans or financial services must be ordinary course, non‑preferential, compliant with Regulation O/FDIC guidelines, and approved under the Related Person Transaction policy—mitigating conflict risk .
- Equity practices: Director RSUs are time‑based with deferred delivery; no option repricing practice; equity governance described as avoiding grant timing issues tied to MNPI (for executives; company does not currently grant stock options) .