Christine Detrick
Director at COF
Board
About Christine Detrick
Independent director at Capital One Financial Corporation since 2021; age 66. Former Senior Partner and Head of the Americas Financial Services Practice at Bain & Company, with 35+ years of senior operating and advisory experience across banking, payments, cards, and insurance; prior leadership roles at A.T. Kearney and as CEO of St. Louis Bank for Savings. Currently serves on COF’s Audit and Risk Committees and is designated an “audit committee financial expert.” Additional current public boards: Altus Power America, Inc. and CRA International, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain & Company | Senior Partner; Leader, Financial Services Practice; Senior Advisor | 2002–2012 (roles as disclosed) | Led strategy, operational transformation, risk, and technology engagements for banks |
| A.T. Kearney | Leader, Global Financial Institutions; Board of Management/Directors member | Prior to 2002 (10 years) | Strategy and transformation for financial institutions |
| St. Louis Bank for Savings | Chief Executive Officer | Not disclosed | Turnaround leadership; bank CEO credentials |
| McKinsey & Company | Consultant | Early career | Strategy consulting experience |
| Venture capital firm (S&L turnarounds) | Founding member | Not disclosed | Resolution/turnaround investing experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altus Power America, Inc. | Director (public) | Current | Not disclosed |
| CRA International, Inc. | Director (public) | Current | Not disclosed |
| Hartford Mutual Funds | Chair of the Board (mutual fund complex) | Current | Board leadership of a registered fund family |
| Reinsurance Group of America | Director (public) | Prior | Chair, Nominating & Governance Committee |
| Forest City Realty Trust | Director (public) | Prior | Chair, Compensation Committee |
Board Governance
- Committee assignments: Audit Committee (member); Risk Committee (member) .
- Audit Committee Financial Expert: Board has determined Ms. Detrick qualifies as an “audit committee financial expert” under SEC rules .
- Independence: Board determined all nominees other than the CEO are independent; Detrick is listed as independent .
- Attendance and engagement: In 2024, Board held 14 meetings; committees held 32. Each current director attended at least 75% of aggregate Board/committee meetings, except one director (Mr. Williams). All then-serving directors attended the 2024 Annual Meeting .
- Executive sessions/oversight context: Independent committees with independent chairs; regular independent executive sessions; active risk, audit, and compensation oversight framework .
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard non-management director retainer |
| Committee membership retainers | $60,000 | $30,000 each for Audit and Risk membership |
| All other compensation | $18,100 | Charitable contributions and event tickets/products value |
| Total cash (fees earned) | $160,000 | Reflects half-year across two program periods as disclosed |
- Director compensation structure includes additional chair/LID retainers (not applicable to Detrick) and no meeting fees; program reviewed with FW Cook for competitiveness .
Performance Compensation (Equity; time-based for directors)
| Grant | Grant Date | Units/Shares | Grant Date Fair Value | Pricing Basis | Vesting/Settlement |
|---|---|---|---|---|---|
| Annual RSU award | May 2, 2024 | 1,658 | $235,121 | $141.81 per share | Vests in 1 year; delivery of shares deferred until end of Board service; US directors may elect deferral under NEDDCP |
- Program change: Annual RSU grant increased by $25,000 vs prior year to align with peer comparator group and reflect workload .
- Change-of-control treatment (deferrals): Deferred RSU and cash deferrals are distributable upon change of control per plan terms .
- Performance metrics: Not applicable for director RSUs (time-vested) .
Other Directorships & Interlocks
| Company | Type | Role | Potential COF Interlock/Conflict Commentary |
|---|---|---|---|
| Altus Power America, Inc. | Public | Director | No disclosed COF commercial relationship; no related-person transaction noted in proxy |
| CRA International, Inc. | Public | Director | No disclosed COF commercial relationship; no related-person transaction noted in proxy |
| Hartford Mutual Funds | Fund complex | Chair | Governance role at fund complex; no COF related-person transaction disclosed |
- Related-person transactions: Proxy lists related-person transactions for others; none disclosed for Ms. Detrick .
- Hedging/pledging: Company policy prohibits directors from hedging, shorting, speculative derivatives, using margin, or pledging COF securities; strengthens alignment and reduces red-flag risk .
Expertise & Qualifications
- Deep financial services expertise spanning consumer finance, credit cards, retail/commercial banking, asset management, P&C and life insurance, and payments .
- Risk and audit literacy: Audit and Risk Committee member with SEC-designated “audit committee financial expert” credential .
- Public company governance experience including prior committee chair roles at RGA (Nominating & Governance) and Forest City Realty Trust (Compensation) .
Equity Ownership
| Holder | Common Stock | Stock That May Be Acquired Within 60 Days (incl. deferred director RSUs) | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|---|---|
| Christine Detrick | — | 6,369 | 6,369 | <1% | All 6,369 are deferred RSUs for which delivery is deferred until service ends |
- Director stock ownership guideline: At least 5x annual Board cash retainer; all directors currently in compliance (COF policy counts unvested and vested deferred RSUs toward guideline) .
- Pledging/Hedging: Prohibited for directors, enhancing alignment and limiting downside governance risk .
Governance Assessment
- Strengths for investor confidence:
- Independent director with direct industry operating experience and strategy consulting depth; sits on Audit and Risk and is an SEC “audit committee financial expert” .
- Strong ownership alignment mechanisms: mandatory ownership guidelines (5x retainer), RSU-based pay with deferred settlement, and prohibitions on hedging/pledging .
- Engagement/attendance context: Board and committees met frequently; current directors (incl. Detrick) met at least the 75% attendance threshold; all directors attended 2024 AGM .
- No related-party or other conflicts disclosed involving Detrick; robust related-person transaction vetting by Governance & Nominating Committee .
- Watch items / signals:
- Increased director RSU grant (+$25k) raises equity mix—reasonable for alignment and workload but increases pay quantum; Board cites peer alignment as rationale .
- Multiple external directorships (Altus Power, CRA International) add workload; however, COF’s governance guidelines cap public boards and Detrick remains within limits (COF limits non-executive directors to four total including COF) .
- Broader investor sentiment: Say-on-Pay support of 95% in 2024 indicates strong shareholder confidence in COF’s compensation governance framework overseen in part by independent directors .
RED FLAGS: None identified specific to Detrick in the latest proxy. No attendance shortfall, no related-party transactions, no hedging/pledging, and ownership requirements reported as in compliance .