François Locoh-Donou
Director at COF
Board
About François Locoh-Donou
François Locoh‑Donou (age 53) has served on Capital One’s Board since 2019. He is an independent director and currently chairs the Compensation Committee while also serving on the Governance and Nominating Committee. He is President and CEO of F5, Inc., with prior leadership roles at Ciena and early R&D experience at Photonetics; his education includes engineering degrees from École Centrale de Marseille and Télécom ParisTech and an MBA from Stanford.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F5, Inc. | President & Chief Executive Officer; Director | Since April 2017 (CEO) | Led transformation to software/SaaS-first multi‑cloud app security and delivery; cultural transformation to “high-performance, human-first” |
| Ciena | Chief Operating Officer; prior executive roles in Product, Sales, Marketing | Not disclosed | Global networking solutions leadership to telecom industry |
| Photonetics | Research & Development roles | Not disclosed | Opto-electronics R&D foundation |
External Roles
| Organization | Role | Public Company? | Committees |
|---|---|---|---|
| F5, Inc. | Director (also CEO) | Yes | Not disclosed in COF proxy |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent under Capital One’s Director Independence Standards; Locoh‑Donou is listed “Yes.”
- Committee assignments and leadership:
- Compensation Committee – Chair
- Governance & Nominating Committee – Member
- Board/committee activity and attendance:
- 2024 meetings: Board 14; Audit 11; Compensation 6; Governance & Nominating 8; Risk 7.
- Attendance: Each current director attended ≥75% of meetings of the Board and their committees (exception noted was not Locoh‑Donou).
- Governance architecture: Active Lead Independent Director (Ann Fritz Hackett), independent committee chairs, annual Board/committee/individual director evaluations, regular executive sessions, and robust stockholder engagement.
- Compensation Committee responsibilities (as Chair): Oversees CEO/NEO compensation, incentive plan risk balancing, administers stock plans and clawback policy, engages independent consultant FW Cook; FW Cook confirmed independent.
Fixed Compensation (Director)
| Component | Detail | Amount/Units | Terms |
|---|---|---|---|
| Annual Board Retainer (Cash) | Standard non‑management director cash retainer | $100,000 | Paid for Board service |
| Committee Chair Fee (Cash) | Compensation Committee Chair | $45,000 | Annual cash retainer |
| Committee Membership Fee (Cash) | Governance & Nominating (member) | $15,000 | Annual cash retainer |
| Total Cash Fees (2024) | Reported in 2024 director pay table | $160,000 | Matches sum of retainer + chair + membership |
| RSU Grant (Annual) | Granted May 2, 2024 to non‑management directors | 1,658 RSUs; $235,121 FV ($141.81/share) | Vests after 1 year; delivery of shares deferred until end of Board service |
| Other Compensation (2024) | Charitable contributions directed by director; event tickets/products | $19,348 | Programs allow up to $10k directed contribution + separate $5k program; values included in “All Other Compensation” |
| Total Compensation (2024) | Fees + Stock + Other | $414,469 | As reported in proxy table |
Performance Compensation (as Committee Chair – Framework Used for Executives)
| Metric | Definition/Structure | Weighting/Formula | Performance Period |
|---|---|---|---|
| D+TBV (Growth of Tangible Book Value per Common Share plus Common Dividends) | Measures long‑term value creation to common holders | 50% of Financial Performance Shares (equal weight with Adjusted ROTCE for 2025 grants) | 3 years (Jan 1, 2025 – Dec 31, 2027) |
| Adjusted ROTCE | Return on Avg Tangible Common Equity (non‑GAAP metric) | 50% of Financial Performance Shares | Same as above |
| Relative TSR | COF TSR vs. KBW Bank Index peers | Applies to CEO’s TSR Performance Shares; payout 0–150% | Same as above |
- Performance shares vest on absolute and/or relative metrics; payouts range 0–150%; clawbacks and performance-based vesting provisions apply.
Other Directorships & Interlocks
| Company | Overlap/Interlock | Notes |
|---|---|---|
| F5, Inc. | CEO and Director | Only other public board disclosed; no COF-proxy disclosure of transactional interlocks with Capital One suppliers/customers. |
Expertise & Qualifications
- Technology/cyber and multi‑cloud application security executive experience; product, sales, marketing leadership; transformation and culture change leader.
- Global perspective (raised in Togo/France); engineering degrees and Stanford MBA; social enterprise founder.
Equity Ownership
| Holder | Common Stock | Stock Acquirable within 60 Days | Total Beneficial Ownership | % of Class | RSUs Outstanding (Director grants) | Deferred RSUs |
|---|---|---|---|---|---|---|
| François Locoh‑Donou | — | 12,225 | 12,225 | <1% (table lists “*”) | 12,225 | 12,225 (deferred delivery) |
- Director stock ownership guideline: minimum 5× annual cash retainer; directors have 5 years to comply; RSUs (unvested and vested deferred) count; all directors are in compliance.
- No pledging or hedging by NEOs permitted; no pledging disclosed for directors in security ownership tables.
Governance Assessment
- Strengths
- Independent status with chair role on Compensation Committee; alignment with strong governance practices (independent committee chairs, annual evaluations, executive sessions).
- Transparent, stockholder‑responsive pay oversight: 2024 Say‑on‑Pay support at 95%; enhancements include clearer realized performance share disclosure, TSR‑linked CEO pay, expanded peer group.
- Risk‑aligned compensation oversight: clawbacks, performance conditions, prohibition of hedging/pledging for NEOs, double‑trigger on change‑of‑control for equity.
- Potential watch‑items
- Annual RSU grant increased by $25,000 in 2024 to align with peers and rising board demands; monitor for pay inflation relative to responsibilities.
- External CEO role at F5: while industry overlap is limited, continue monitoring for any future related‑party transactions or interlocks; none disclosed in Capital One’s related person transactions.
Overall investor confidence signals are positive given high Say‑on‑Pay approval, strong governance infrastructure, and independent leadership roles; no attendance or related‑party red flags disclosed for Locoh‑Donou.