Eileen Serra
About Eileen Serra
Independent director at Capital One Financial Corporation; age 70; director since 2020. Serra is Chair of the Audit Committee and a member of the Risk Committee, and the Board has designated her an “audit committee financial expert.” She is independent under Capital One’s Director Independence Standards and serves on one other public company board (Gartner, Inc.). Board attendance disclosure indicates she met the ≥75% attendance threshold in 2024; all directors then serving attended the 2024 Annual Meeting (exception noted for a different director). Background includes senior leadership in credit cards and consumer finance at JPMorgan Chase (CEO, Chase Card Services) and earlier roles at Merrill Lynch, American Express, and McKinsey.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chief Executive Officer, Chase Card Services | 2012–2016 | Led development of card products, brands, loyalty, partnerships, and digital/mobile payments |
| JPMorgan Chase & Co. | Senior Advisor (strategic growth) | 2016–Feb 2018 | Strategic growth initiatives |
| Merrill Lynch | Managing Director; Head of Private Client Banking Solutions | Not disclosed | Leadership in private client banking solutions |
| American Express | Senior Vice President (Small Business Credit Card and Lending leader) | Not disclosed | Led Small Business Credit Card and Lending businesses |
| McKinsey & Company | Partner | Not disclosed | Strategy consulting background |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Gartner, Inc. | Director (public) | Current | Additional public directorship; within Capital One’s board limits |
| Boxed, Inc. | Director (former) | Prior | Member, Audit Committee (former) |
Board Governance
| Attribute | Details |
|---|---|
| Independence status | Independent director under Capital One’s Independence Standards |
| Committee assignments | Audit Committee (Chair); Risk Committee (Member) |
| Audit “financial expert” | Designated audit committee financial expert by the Board |
| 2024 meeting cadence | Board: 14; Audit: 11; Risk: 7; G&N: 8; Compensation: 6 |
| Attendance | Each current director attended ≥75% of aggregate Board/committee meetings in 2024, except Craig A. Williams; Serra met the standard. All directors then serving attended the 2024 Annual Meeting |
| Lead Independent Director | Board maintains an empowered LID (Ann F. Hackett) with defined authorities |
Fixed Compensation (Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard for non-management directors |
| Audit Committee Chair retainer | $70,000 | Chair fee |
| Risk Committee member retainer | $30,000 | Member fee |
| Total cash (reported for Serra) | $200,000 | Matches sum of applicable roles |
Other benefits: Directors may direct up to $10,000 charitable contribution plus a broad-based $5,000 program and receive event ticket value; Serra’s “All Other Compensation” totaled $18,100 in 2024 (comprised of these programs/tickets per policy). Reimbursements for board-related expenses excluded from compensation totals.
Performance Compensation (Director; 2024)
Note: Capital One’s director equity is time-vested RSUs; no performance metrics are attached to director equity grants.
| Grant date | Instrument | RSUs | Grant-date fair value | Vesting/Settlement |
|---|---|---|---|---|
| May 2, 2024 | RSUs | 1,658 | $235,121 | Vest after 1 year; delivery deferred until Board service ends |
Program changes: Annual director RSU grant increased by $25,000 in 2024 to align with peers and reflect service demands.
Other Directorships & Interlocks
| Company | Capacity | Interlock/Conflict disclosure |
|---|---|---|
| Gartner, Inc. | Director | No related-person transactions or interlocks disclosed in COF proxy involving Serra |
Board service limits: COF limits non-executive directors to four public boards including COF; Serra serves on one other public board (compliant).
Expertise & Qualifications
- Seasoned credit card and consumer finance executive (Chase Card Services CEO; senior roles at AmEx and Merrill), aligning with COF’s consumer lending and risk profile .
- Designated “audit committee financial expert”; chairs Audit Committee and serves on Risk Committee, evidencing strong financial reporting and risk governance expertise .
- Strategy consulting background (McKinsey partner) with experience in digital transformation and customer engagement .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (incl. deferred RSUs) | 10,267 shares |
| Ownership as % of shares outstanding | <1% |
| RSUs for which delivery is deferred | 10,267 |
| Outstanding RSUs at 12/31/2024 | 10,267 |
| Shares pledged as collateral | Prohibited for directors under COF policy |
| Hedging | Prohibited for directors under COF policy |
| Director stock ownership guideline | ≥5x annual cash retainer; 5 years to comply; all directors in compliance |
Governance Assessment
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Strengths and positive signals:
- Independent Audit Chair and Risk Committee member with “audit committee financial expert” designation; enhances oversight of financial reporting, internal controls, and enterprise risk, which is critical for a large regulated bank .
- Attendance met Board standard; Board/committee engagement is high, with 2024 cadence of 14 Board and 32 total committee meetings .
- Compensation is balanced and aligned with shareholders via meaningful equity component; director equity is deferred until service ends, reinforcing long-term alignment. Cash fees map precisely to leadership roles (Audit Chair + Risk member) .
- Strong alignment and risk controls: robust ownership guidelines, and prohibitions on hedging/pledging for directors .
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Potential risks/considerations:
- No Serra-specific related-party transactions disclosed; COF maintains a stringent related-person transactions policy with G&N Committee oversight. Continue to monitor vendor/customer relationships associated with outside boards (e.g., Gartner) for any future conflicts; none disclosed currently .
- Age/tenure considerations: Age 70; director since 2020—Board emphasizes staged refreshment and skill mix; no mandatory retirement discussed in cited sections; refreshment practices in place .
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RED FLAGS: None disclosed specific to Serra in the proxy (no related-party transactions, no pledging/hedging, independence affirmed, attendance threshold met) .