Eli Leenaars

About Eli Leenaars

Independent director since 2019 and current Chair of Capital One’s Board Risk Committee; age 64. Former Group Chief Operating Officer of Quintet Private Bank (2021–2023), with prior senior roles at UBS Group AG and ING Group N.V. Recognized as an Audit Committee Financial Expert and a respected expert in digital banking, risk, and global financial services. Previously served briefly on Capital One’s Board in 2012 in connection with the ING Direct acquisition .

Past Roles

Organization	Role	Tenure	Committees/Impact
Quintet Private Bank	Group Chief Operating Officer; Authorized Management Committee member	Jun 2021–Dec 2023	Led operations; managed strategic initiatives in complex environments
UBS Group AG	Vice Chairman, Global Wealth Management Division	Apr 2015–May 2021	Senior relationship management for largest non-U.S. clientele
ING Group N.V.	CEO, ING Retail Banking Direct and International; Member of Executive Board overseeing Global Retail & Private Banking, Group Technology & Operations; CEO of ING Direct N.V. (parent of ING Direct U.S.)	2004–2015 (Exec Board 2004–2010; CEO 2010–2015)	Led global retail/private banking; pioneered direct deposit platform; technology and operations oversight
Capital One Financial	Director (prior service)	May–Sep 2012	Joined Board in connection with ING Direct acquisition

External Roles

Organization	Role	Tenure	Notes
Trilateral Commission (Paris, Tokyo, Washington, DC)	Executive Committee Member	Ongoing	Global policy forum engagement
Other public company boards	None	—	No current public directorships

Board Governance

Committee assignments: Risk Committee Chair; Audit Committee member; Compensation Committee member .
Audit Committee Financial Expert designation under SEC rules .
Independence: Board determined all nominees other than the CEO are independent under Capital One’s Independence Standards; Leenaars is independent .
Attendance: In 2024 the Board met 14 times and committees met 32 times; all current directors attended at least 75% of Board/committee meetings (exception: Mr. Williams at 74.2% due to emergency), implying Leenaars met attendance expectations .
Committee cadence: Audit (11), Compensation (6), Governance & Nominating (8), Risk (7) meetings in 2024 .

Fixed Compensation

Component	Detail	2024 Value	Notes
Cash fees	Fees earned or paid in cash	$220,000	Timing reflects half-year under each of two director programs per footnote
Equity grant (RSUs)	Annual RSU grant (May 2, 2024)	$235,121	1,658 RSUs at $141.81; vest one year from grant; delivery deferred until Board service ends
Other compensation	Charitable contributions/tickets/products	$15,028	Company-sponsored benefits; see “Other Benefits”
Travel stipend	Additional cash for international travel	Included in fees	$25,000 added to annual cash retainer recognizing extra time/effort to travel internationally

Director compensation program structure (approved May 2, 2024): Board retainer $100,000; Risk or Audit Committee Chair $70,000; Compensation or Governance Chair $45,000; Audit/Risk committee member $30,000; Compensation/Governance committee member $15,000. RSU grant increased by $25,000 year over year to further align with peer practices; RSUs vest after one year, with delivery deferred until service ends .

Performance Compensation

Element	Structure	Metrics	Vesting
Director RSUs	Time-based	None (no performance metrics disclosed for director grants)	Vest after one year; delivery deferred until service ends

Other Directorships & Interlocks

Current public company boards: none .
Potential interlocks/conflicts: None disclosed; related person transactions do not identify Leenaars .

Expertise & Qualifications

Banking and financial services; retail, private, and institutional banking leadership .
Digital and technology expertise; oversight of group technology/operations; expert on digital banking .
Risk management and compliance; chair of Risk Committee; SEC-designated audit committee financial expert .
M&A and restructuring experience across global institutions .

Equity Ownership

Item	Amount	Notes
Beneficial ownership (as of Feb 4, 2025)	12,657 shares	Entirely deferred RSUs; less than 0.01% of 381,479,456 shares outstanding (~0.003%)
Deferred RSUs (director table)	12,657 RSUs	Listed as outstanding RSUs at 12/31/2024 and as deferred delivery units
Ownership guidelines	5× annual cash retainer; all directors in compliance	RSUs and deferred RSUs count toward guideline; stock options and unvested performance shares do not
Hedging/pledging	Prohibited for directors and Control Group members	No shares may be used in margin accounts or pledged

Governance Assessment

Strengths: Independent director with deep multi-line banking experience; Risk Committee leadership during a period of elevated industry risk; SEC “audit committee financial expert”; strong attendance; ownership aligned via RSUs and compliance with 5× retainer guideline; hedging/pledging prohibited—supports alignment .
Compensation alignment: Mix of cash retainer plus annual RSU grant with deferred delivery fosters long-term alignment; RSU grant size adjusted to peer comparator group; use of independent consultant FW Cook for director pay benchmarking .
Investor signals: 2024 Say-on-Pay support at 95% and robust investor engagement processes indicate constructive governance environment and compensation oversight culture, indirectly reflecting board effectiveness .
Conflicts/RED FLAGS: No related-party transactions disclosed for Leenaars; international travel stipend ($25,000) is transparently disclosed and rationale provided; no hedging/pledging; no loans on preferential terms (policy requires ordinary-course, arm’s-length terms) .

Overall, Leenaars’ committee leadership (Risk Chair) and audit expertise bolster board oversight of capital, liquidity, cybersecurity, and enterprise risk during strategic actions (e.g., pending Discover transaction), with compensation and ownership structures supporting long-term alignment and independence .