Ime Archibong
Director at COF
Board
About Ime Archibong
Ime Archibong, age 43, has served on Capital One’s Board since 2021 and is currently an independent director. He is Vice President, Product Management and Head of Product at Messenger, Meta Platforms, Inc. (since March 2023), and previously led Meta’s New Product Experimentation group; the Board affirms his independence under NYSE and Capital One standards. Capital One lists no other public company directorships for Archibong.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. | VP, Product Management and Head of Product, Messenger | Mar 2023–present | Leads product management for Messenger; seasoned product/business development executive |
| Meta Platforms, Inc. | Head of New Product Experimentation | Aug 2019–Mar 2023 | Led multi-disciplinary group focused on product R&D |
| Meta Platforms, Inc. | VP, Product Partnerships | Nov 2010–Jun 2020 | Built and managed global product partnerships |
| IBM | Advanced Technology Professional Biz Dev; Corporate Strategy; Software Engineer | Feb 2004–Oct 2010 | Storage/strategy/Smarter Cities groundwork; Systems & Tech Group |
External Roles
| Organization | Role | Tenure | Other Public Boards |
|---|---|---|---|
| Meta Platforms, Inc. | VP, Product Management and Head of Product, Messenger | Mar 2023–present | None |
Board Governance
- Committee assignments: Compensation Committee member (not Chair).
- Independence: Board affirmed independence for all nominees other than the CEO; Archibong listed as “Independent: Yes.”
- Attendance and engagement: In 2024 the Board met 14 times; committees met 32 times (Audit 11; Compensation 6; Governance & Nominating 8; Risk 7). All directors then serving attended the 2024 Annual Stockholder Meeting, and each current director attended at least 75% of Board/committee meetings, except Mr. Williams (74.2% due to family emergency).
- Lead Independent Director: Ann Fritz Hackett; annual assessment supports her re‑election as LID for one‑year term beginning May 2024.
- Governance practices: Majority vote standard with resignation policy, regular executive sessions of independent directors with senior risk/audit/tech leaders, proxy access, and no poison pill.
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Approved for period May 2, 2024–2025 ASM |
| Committee membership fee (Compensation Committee, non-chair) | $15,000 | Non-chair member fee for Compensation/GNC; Audit/Risk $30,000 |
| Fees earned or paid in cash (actual) | $115,000 | Reflects half-year across two program periods per proxy methodology |
| All Other Compensation (actual) | $13,100 | Includes charitable contributions and event/product benefits; directors may direct up to $10,000 charitable + $5,000 broad-based program |
Performance Compensation
| Equity Award Type | Units | Grant Date Fair Value | Grant Price | Vesting | Delivery |
|---|---|---|---|---|---|
| RSUs (annual, non-management director) | 1,658 | $235,121 | $141.81/share | Vest one year from grant | Delivery deferred until Board service ends |
- Performance metrics: Director equity awards are time-based RSUs; no PSUs or performance metrics disclosed for director compensation.
- Deferred compensation plan: Directors may defer cash and, if ownership guidelines met, RSUs under the NEDDCP; upon change of control, deferred amounts are paid (cash for deferrals; shares or cash equal to per-share amount for deferred RSUs).
Year-over-Year Director Compensation (Mix and Trend)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $110,000 | $115,000 |
| Stock Awards (RSUs grant date fair value) | $210,050 | $235,121 |
| All Other Compensation | $12,189 | $13,100 |
| Total | $332,239 | $363,221 |
- RSU grant increased by $25,000 vs prior year to reflect demands and peer alignment.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | No other public boards disclosed; no interlocks noted. |
Expertise & Qualifications
- Technology/product leadership: Deep experience in digital platforms, product development, and partnerships at Meta; prior engineering and strategy roles at IBM.
- Board skills framework: Capital One emphasizes board skills in digital/technology, cybersecurity, risk management/compliance, and talent/compensation oversight; Archibong serves on the Compensation Committee.
Equity Ownership
| As-of Date | Common Stock | Stock That May Be Acquired Within 60 Days | Total Beneficial Ownership | Percent of Class | RSUs for Which Delivery of Stock Is Deferred |
|---|---|---|---|---|---|
| Feb 6, 2024 | — | 5,719 | 5,719 | <1% | 5,719 |
| Feb 4, 2025 | — | 7,377 | 7,377 | <1% | 7,377 |
| Outstanding RSUs (Dec 31) | 2023 | 2024 |
|---|---|---|
| Units | 5,719 | 7,377 |
- Ownership policy: Non-management directors must hold ≥5× annual cash retainer; unvested/vested deferred RSUs count; all directors are in compliance. Hedging, short sales, speculative derivatives, and pledging are prohibited for directors.
Governance Assessment
- Board effectiveness: Active participation on the Compensation Committee overseeing CEO/NEO pay, policies (including clawback), and director compensation; committee members are independent and empowered.
- Independence and conflicts: Board affirmed independence; related person transactions disclosed in the proxy do not involve Archibong. Monitoring recommended for any material business with Meta, though none is disclosed.
- Attendance and engagement: Board/committee cadence is robust; Archibong met the ≥75% attendance threshold; directors attended the 2024 ASM and maintain direct investor engagement channels.
- Ownership alignment: Deferred RSU holdings and compliance with 5× retainer guideline, plus anti-hedging/pledging policy, support alignment with stockholders despite lack of directly held common shares.
RED FLAGS: None disclosed specific to Archibong (no related party transactions, hedging/pledging prohibited, independence affirmed). Continue surveillance for potential conflicts if Capital One enters material arrangements with Meta.