Celia Karam
President, Retail Bank at COF
Executive
About Celia Karam
Celia S. Karam is President, Retail Bank at Capital One, serving in this role since August 2022; she joined Capital One in July 2006 and is age 46 . Her remit focuses on building products, capabilities, and customer experiences to drive growth and financial well-being for customers . Company performance during her current tenure includes 2024 net revenue of $39.1B (+6% YoY), diluted EPS of $11.59 (adjusted EPS $13.96, +12% YoY), and one-year TSR of 38.3% (outperforming KBW Bank Index and S&P 500 over 1-, 3-, and 5-year horizons), reflecting strong retail banking expansion, insured deposit growth, and checking account growth .
| Context Metric | 2023 | 2024 |
|---|---|---|
| Net Revenue ($B) | $36.8 | $39.1 |
| Diluted EPS | $11.95 | $11.59 |
| Adjusted Diluted EPS | $12.52 | $13.96 |
| One-year TSR | 44.3% | 38.3% |
Note: Education details are not disclosed in the company filings reviewed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One | President, Retail Bank | Aug 2022–present | Led digital-first national retail bank expansion, growing insured deposits and checking accounts |
| Capital One | Chief Operating Officer, Card | Aug 2021–Aug 2022 | Oversaw Card operations and customer channels; international card businesses (UK & Canada) |
| Capital One | Chief Audit Officer | Jun 2018–Jul 2021 | Led internal audit, ensuring effective controls for Board oversight |
| Capital One | SVP, Head of Small Business Banking | Jan 2017–May 2018 | Led Small Business Banking, product and growth initiatives |
| Capital One | Managing VP, Consumer Bank Products | Jul 2013–Dec 2016 | Led consumer banking product strategy and development |
| Capital One | VP, Consumer Lending to Retail Bank Customers | Jan 2012–Jun 2013 | Drove lending products to retail bank customers |
| Capital One | Various roles in Banking and Consumer Credit Card businesses | 2006–2018 | Progressively senior roles across banking/card businesses |
External Roles
- None disclosed in Capital One’s proxy or SEC items reviewed .
Fixed Compensation
- Specific base salary, target bonus %, and actual bonus paid for Karam are not disclosed (she is an executive officer but not a Named Executive Officer (NEO) in the 2025 proxy) .
- Company-level policy context: NEO compensation mixes cash and equity with approximately 20% salary, 25% cash incentive, and 55% equity incentives in 2022 (structure example for NEOs; not specific to Karam) .
Performance Compensation
Capital One’s executive incentive frameworks emphasize multi-year equity with performance- and recovery provisions; Karam’s specific grant details are not disclosed (not a NEO). The company-wide metrics and formulas for performance share awards are:
| Metric | Weighting | Target Definition | Payout Formula | Vesting |
|---|---|---|---|---|
| D+TBV (Growth of Tangible Book Value per Share + Dividends) | Equal to Adjusted ROTCE for 2025 grants; prior grants weighted two-thirds D+TBV | Relative performance vs KBW Bank Index peers (excluding non-traditional banks) | 0–150% of target shares based on relative/absolute performance; reduction if Adjusted ROTCE not positive | Three-year cliff vest, subject to performance; equity subject to clawback |
| Adjusted ROTCE | Equal to D+TBV for 2025 grants; prior grants one-third ROTCE | Relative performance vs KBW Bank Index peers | 0–150% of target shares; absolute performance overlay for Financial Performance Shares | Three-year cliff vest; clawback applies |
| TSR (CEO-specific example) | CEO-only portion | Relative TSR vs KBW Bank Index peers | 0–150% of target shares based on relative TSR | Three-year cliff vest; clawback applies |
- All equity awards contain performance and recovery provisions; all incentive compensation is subject to Capital One’s Clawback Policy .
- Stock-settled RSUs and performance shares for executives generally carry three-year cliff vesting and performance-based vesting constructs .
Equity Ownership & Alignment
| Item | Disclosure | Signal |
|---|---|---|
| Beneficial ownership (current) | Not disclosed for Karam in Security Ownership table (table covers directors and NEOs only) . Historical initial Form 3 in 2018 showed 5,817 shares at that time (stale) . | Insufficient current visibility on position size |
| 10b5-1 plan | Adopted Aug 14, 2025 to sell up to 11,592 shares; terminates upon completion or June 1, 2026; entered during open window and intended to satisfy Rule 10b5-1(c) . | Potential measured selling pressure through mid-2026 |
| Stock ownership guidelines | Executive officers must hold shares equal to 3x annual cash salary; post-termination requirement 1.5x salary held for one year (CEO has separate requirement) . | Strong alignment via required ownership multiple |
| Retention requirements | For RSUs/performance shares that vest during employment or within one year post-separation, executives must hold 50% of after-tax net shares for one year and until ownership guideline met . | Reinforces long-term alignment and reduces immediate selling pressure |
| Hedging/pledging | Short sales, hedging, speculative trading in derivatives prohibited; Control Group Members (directors and Section 16 officers) prohibited from using COF securities in margin accounts or pledging as collateral . | No pledging; hedging prohibited (positive alignment) |
Employment Terms
| Topic | Company Policy/Practice | Applicability/Notes |
|---|---|---|
| Employment agreement | Capital One typically does not enter into defined-term employment agreements with NEOs; none of current NEOs have one . | Karam’s individual employment agreement status not disclosed |
| Executive Severance Plan | For NEOs (excluding CEO), involuntary termination without cause: up to 30% of then-current total target compensation plus pro-rated severance bonus; COBRA subsidy up to 18 months; outplacement up to one year; certain equity continues/accelerates per plan . | NEO-specific; Karam’s coverage not disclosed |
| Change-of-control (CoC) | NEOs: double trigger; cash payment 112.5% of the highest of current/prior target or prior actual total compensation; prorated target cash incentive; continuation benefits; equity continues vesting unless termination post-CoC . | NEO-specific; Karam’s CoC agreement not disclosed |
| Restrictive covenants | Company maintains confidentiality, non-compete, non-solicit, and ownership of work product covenants for certain executives; example: two-year non-solicit for CFO post-separation . | Indicative of general executive restrictions; Karam-specific terms not disclosed |
Investment Implications
- Alignment: Executive policies require meaningful stock ownership (3x salary), post-vesting retention of 50% of net shares, and prohibit hedging/pledging—strongly aligning senior leaders like Karam with long-term shareholder value .
- Selling pressure: A pre-arranged 10b5-1 plan to sell up to 11,592 shares through June 1, 2026 introduces measured supply; plan adoption in an open window suggests orderly diversification rather than opportunistic selling .
- Pay-for-performance: While Karam’s award specifics are not disclosed, the company’s executive compensation architecture is anchored in multi-year performance share units tied to D+TBV and Adjusted ROTCE relative to KBW peers, with clawbacks—supporting long-horizon incentives in her domain .
- Retention risk: Lack of disclosed individual severance/CoC terms for Karam creates some opacity, but broad executive covenants and stock ownership/retention requirements suggest reasonable retention mechanisms; any CoC economics would be double-trigger based if aligned with NEO norms, reducing transaction-related misalignment .
- Execution track record: Retail Bank expansion and insured deposit growth cited in 2024 performance commentary align with her mandate; company TSR and revenue growth during her tenure provide supportive context for her leadership effectiveness .