Craig Williams
Director at COF
Board
About Craig Anthony Williams
Craig Anthony Williams (age 55) is an independent director of Capital One Financial Corporation (COF) since 2021. He is President, Geographies and Marketplace at NIKE, Inc., and previously led NIKE’s Jordan Brand; his background spans general management, marketing, product development, and global operations, including senior roles at The Coca-Cola Company, CIBA Vision, Kraft Foods, and service as a Naval Nuclear Power Officer . He serves on the Audit and Compensation Committees; he is not a committee chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NIKE, Inc. | President, Geographies and Marketplace | Since May 2023 | Leads NIKE’s four geographies and marketplace across direct/wholesale; oversees supply chain and logistics |
| NIKE, Inc. | President, Jordan Brand | Jan 2019–May 2023 | Led vision, strategy, global revenue growth across cross-functional team |
| The Coca-Cola Co. | SVP; President, Global McDonald’s Division (TMD) | Jan 2016–Jan 2019 | Responsible for brand/category growth; prior TMD roles incl. SVP & COO; VP U.S.; Group Director U.S. Marketing |
| CIBA Vision Corporation | Global Marketing Director | Prior to June 2005 | Brand leadership in contact lenses/lens care |
| Kraft Foods Inc. | Brand Management Executive | Not disclosed | Consumer brand management experience |
| U.S. Navy | Naval Nuclear Power Officer | Not disclosed | Technical/leadership training |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company board | — | — | No other public boards; COF lists 0 |
| Executive role | NIKE, Inc. | President, Geographies and Marketplace | Current external executive role |
Board Governance
- Committee memberships: Audit; Compensation (member; not a chair) .
- Independence: Board determined he is independent under COF Independence Standards .
- Attendance and engagement:
- 2024: Approximately 74.2% of aggregate Board/committee meetings; exception due to unexpected family emergency. Board noted he has consistently maintained >75% attendance historically and has sufficient time to serve .
- 2024 meeting cadence: Board held 14 meetings; Audit 11; Compensation 6; Governance & Nominating 8; Risk 7 .
- Executive sessions: Regular executive sessions led by Lead Independent Director; independent directors meet without management as needed .
Fixed Compensation
| Element | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard board retainer |
| Audit Committee membership fee | $30,000 | Member fee (non-chair) |
| Compensation Committee membership fee | $15,000 | Member fee (non-chair) |
| All other compensation | $13,100 | Charitable contribution/tickets/products |
| Total cash paid (2024) | $145,000 | Reflects base + committee membership fees |
Performance Compensation
| Award | Grant Date | Units / Value | Vesting / Settlement | Notes |
|---|---|---|---|---|
| Director RSUs (annual) | May 2, 2024 | 1,658 RSUs; grant-date fair value $235,121 ($141.81/sh) | Vest one year from grant; delivery of underlying shares deferred until service ends | Board increased annual RSU grant by $25,000 YoY to align with peers |
| Director equity deferral | Ongoing (NEDDCP) | Voluntary deferral of cash comp; RSU deferral if ownership met | Paid at end of service or earlier permitted events | Upon change of control, deferred RSUs paid in stock or cash equal to per-share consideration |
Director equity awards are time-based; no performance metrics. COF prohibits hedging, short sales, speculative derivatives, and pledging of COF stock by directors/officers .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company directorships | None reported |
| Potential interlocks/conflicts | No related person transactions disclosed involving Mr. Williams; COF reviews/approves related party transactions via Governance & Nominating Committee |
Expertise & Qualifications
- General management and global operations leadership; supply chain/logistics oversight (NIKE) .
- Deep marketing and product development experience (NIKE, Coca-Cola, CIBA Vision, Kraft) .
- Service on Audit Committee (Board has determined all Audit Committee members are financially literate; specific “audit committee financial expert” designees are Detrick, Harford, Leenaars, Serra) .
Equity Ownership
| Metric (as of Feb 4, 2025) | Amount | Notes |
|---|---|---|
| Common stock | 243 | Shares held directly |
| Stock that may be acquired within 60 days | 7,377 | RSUs for which delivery is deferred until service ends (director grants) |
| Total beneficial ownership | 7,620 | Common + “may be acquired” |
| Percent of class | <1% | Calculated against 381,479,456 shares O/S |
| RSUs outstanding (unvested, director program) | 7,377 | Outstanding RSUs as of Dec 31, 2024 |
| RSUs for which delivery is deferred | 7,377 | Deferred delivery until end of service |
| Ownership guidelines | 5x annual cash retainer; 5 years to comply; all directors in compliance | Applies to directors; board may grant hardship exceptions (none granted in 2024) |
Governance Assessment
- Committee roles: Dual membership on Audit and Compensation embeds Williams in core oversight of financial reporting, risk and pay practices; not a chair, but committees are fully independent and empowered, supported by external advisors (FW Cook) .
- Independence and conflicts: Board affirmed independence; no related person transactions disclosed for Williams; strong Code of Conduct and related-person transaction policy oversight .
- Attendance: 2024 attendance at ~74.2% is slightly below COF’s 75% threshold; explicitly attributed to a family emergency, with positive historical attendance record. Minor governance blemish but mitigated by context and Board’s confidence in time commitment .
- Director compensation alignment: Mix of cash retainer plus committee fees aligned with workloads; equity via annual RSUs (one-year vest; deferred delivery) supports long-term alignment without performance metrics typical for executives. 2024 total compensation $393,221 (cash $145,000; stock $235,121; other $13,100) .
- Shareholder sentiment: Say-on-Pay support at 95% in 2024 reflects broader investor confidence in COF’s compensation governance framework, though applies to NEOs rather than directors .
Red flags and watch items
- Attendance: 2024 attendance below 75% threshold (74.2%)—monitor for normalization in 2025; Board cites sufficient time to serve .
- Audit Committee expertise: Not designated an “audit committee financial expert”; ensure committee composition maintains requisite financial expertise (COF lists several experts on Audit) .
- External executive role: Senior NIKE responsibilities could pose time-commitment risk during peak business periods; Board’s review of outside commitments is part of annual assessments .
Supportive controls
- Robust committee charters, independent chairs, annual assessments, and regular executive sessions enhance board effectiveness .
- Prohibitions on hedging/pledging and director stock ownership requirements strengthen alignment with shareholders .
- Formal stockholder engagement program (directors available upon request) and majority voting with resignation policy bolster accountability .
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