Jennifer Wong
Director at COF
Board
About Jennifer L. Wong
Independent director at Capital One Financial (COF), appointed May 18, 2025 in connection with Capital One’s acquisition of Discover; member of COF’s Risk Committee . Former Discover director (2019–2025) with risk oversight responsibilities . Background in digital platforms and media operations (COO at Reddit; senior roles at Time Inc., PopSugar, AOL; McKinsey) and degrees from Yale (BS Applied Mathematics), Stanford (MS Engineering), and Harvard Business School (MBA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reddit, Inc. | Chief Operating Officer | 2018–present | Leads business strategy and growth teams |
| Time Inc. | President, Digital; then Chief Operating Officer | 2016–2018 | Led digital transformation and subscription strategy |
| PopSugar, Inc. | Chief Business Officer | 2011–2015 | Media and commerce operations; product launches |
| AOL | Executive management (incl. global head of business operations) | Prior to 2011 | Digital/media operations leadership |
| McKinsey & Company | Consultant (TMT practice) | Early career | Strategy for digital media/technology clients |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IMAX Corporation | Director | Current | Public company directorship |
| Discover Financial Services | Director; Risk Oversight Committee | 2019–2025 | Risk oversight expertise; independent director |
Board Governance
- Appointment and independence: Appointed to COF’s Board May 18, 2025 as part of the Discover closing; COF committees are composed entirely of independent members, and Ms. Wong serves on the Risk Committee, indicating independent status under COF’s standards .
- Committee assignments: Risk Committee member at COF .
- Tenure: COF director since May 18, 2025 .
- Attendance: COF’s 2024 calendar featured 14 Board meetings and 32 committee meetings; all directors met ≥75% attendance except one due to a family emergency. Ms. Wong was appointed after the 2025 AGM; her individual attendance not yet disclosed .
Fixed Compensation
COF’s non-management director compensation program (May 2, 2024–May 2025):
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Non-management directors |
| Lead Independent Director cash retainer | $100,000 | Additional to Board retainer |
| Committee chair retainer (Audit/Risk) | $70,000 | Per chair |
| Committee chair retainer (Comp/Governance) | $45,000 | Per chair |
| Committee member retainer (Audit/Risk) | $30,000 | Non-chair member |
| Committee member retainer (Comp/Governance) | $15,000 | Non-chair member |
| Annual RSU grant | 1,658 RSUs; $235,121 grant-date fair value | Granted May 2, 2024; vests in 1 year; delivery deferred until Board service ends |
Note: COF’s May 19, 2025 8-K states non-employee directors (including Ms. Wong) will be compensated as described in COF’s 2025 proxy and any updates; individual cash/RSU amounts for Ms. Wong post-appointment will be disclosed in future filings .
Performance Compensation
| Equity Award | Performance Metrics | Vesting/Settlement |
|---|---|---|
| Director RSUs | None disclosed for non-management directors | One-year vest; delivery of shares deferred until end of Board service |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Assessment |
|---|---|---|
| IMAX Corporation | Independent director | No direct competitive overlap with COF’s banking businesses; no related person transactions disclosed at COF involving Ms. Wong |
| Discover Financial Services | Former director (Risk Oversight) | Appointment to COF Board occurred with deal closing; governance continuity across risk oversight; no special arrangements beyond Merger Agreement |
Expertise & Qualifications
- Digital platforms, media operations, and monetization; technology and product strategy from Reddit, Time, PopSugar, AOL .
- Board-level risk oversight experience (Risk Oversight Committee at Discover; Risk Committee at COF) .
- Education: BS (Yale), MS Engineering (Stanford), MBA (Harvard) .
Equity Ownership
| Item | Detail |
|---|---|
| COF director stock ownership requirement | Hold shares with fair market value ≥5× annual Board retainer; 5 years to comply; no exceptions granted in 2024 . |
| Compliance status | Ms. Wong appointed May 18, 2025; compliance status at COF not yet disclosed. Requirement allows five years post-appointment . |
| Prior beneficial ownership (Discover) | 10,054 shares; less than 1% of DFS outstanding as of March 11, 2024; includes RSUs per footnote . |
| Pledging/Hedging | COF’s governance and related-person policies emphasize independent oversight and avoid conflicts; no pledging/hedging disclosures specific to Ms. Wong found in COF filings . |
Governance Assessment
- Strengths for board effectiveness: Independent Risk Committee member; deep digital/technology and customer platform experience aligned with COF’s tech-forward banking strategy; prior risk oversight at Discover enhances board capacity during post-merger integration .
- Compensation alignment: COF director pay balanced between cash and equity with one-year vesting and deferred delivery, promoting longer-term alignment; program benchmarked with FW Cook and peer comparators .
- Independence and conflicts: COF committees are fully independent; related-person transactions are governed tightly and require Governance & Nominating Committee approval. No related-party exposure disclosed involving Ms. Wong at COF .
- RED FLAGS: None disclosed specific to Ms. Wong (no attendance issues yet; no related-party transactions; no tax gross-ups, repricing, or hedging/pledging flagged in COF materials) .
Integration signal: The Board expanded to 15 and added three former Discover directors, including Ms. Wong, to enhance expertise and continuity; customers and platforms remain unchanged immediately post-close, underscoring prudence in integration pacing .