Kaitlin Haggerty
About Kaitlin Haggerty
Kaitlin Haggerty is Capital One’s Chief Human Resources Officer (CHRO) and an executive officer since February 2022. Age 40, she oversees the company’s HR strategy, recruitment, and development programs; prior roles include Corporate Strategy leadership (partnering with the Card leadership team on product and growth strategies) and leading the Walmart Partnership before ascending to SVP of HR in November 2021 and CHRO in February 2022 . During 2024, Capital One delivered net revenue of $39.1B (+6% YoY), adjusted diluted EPS of $13.96, ROTCE of 11.2%, and a one‑year TSR of 38.3% (three‑year TSR 30.4%; five‑year TSR 89.4%), underscoring pay‑for‑performance alignment in executive programs overseen by the Compensation Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One | Senior Director, Corporate Strategy | Oct 2017 – Jun 2020 | Partnered with Card leadership on product and growth strategies |
| Capital One | Vice President / Managing Vice President, Corporate Strategy | Oct 2017 – Jun 2020 | Increasing responsibility in Corporate Strategy supporting growth initiatives |
| Capital One | Head, Walmart Partnership (Card) | Jun 2020 – Nov 2021 | Led Walmart Partnership program in Card business |
| Capital One | SVP, Human Resources | Nov 2021 – Feb 2022 | HR leadership prior to CHRO appointment |
| Capital One | Chief Human Resources Officer | Feb 2022 – Present | Oversees HR strategy, recruitment, development programs |
External Roles
No external public company directorships or committee roles disclosed for Ms. Haggerty in the proxy .
Fixed Compensation
Not disclosed for Ms. Haggerty (she is not a Named Executive Officer in the proxy). Executive program design features for NEOs provide context:
- For NEOs (other than CEO), compensation includes base salary plus year-end cash incentive and long‑term incentives (performance shares and stock‑settled RSUs); approximately 50% of total compensation is equity‑based and at risk .
- The Compensation Committee engages FW Cook as independent consultant for competitive market data, peer group benchmarking, and plan design .
Performance Compensation
Individual performance metric targets, weights, and payouts for Ms. Haggerty are not disclosed. Company-wide design features include:
- Performance shares for the CEO vest based on multi‑year financial performance and TSR vs. KBW Bank Index peers with a 0–150% payout range; other NEOs receive performance shares and RSUs determined after the performance year to align awards with results .
- All equity awards include performance and recovery provisions under Capital One’s Clawback Policy (misconduct and restatement) .
Equity Ownership & Alignment
| Policy | Detail |
|---|---|
| Stock Ownership & Retention | Executive officers must retain 50% of after‑tax net shares from vesting of performance shares and stock‑settled RSUs for at least one year and continue holding until Stock Ownership Requirements are met; ownership may be fulfilled with shares owned, unvested restricted stock, unvested stock‑settled RSUs, ESPP, and 401(k) Capital One stock fund holdings (unexercised options and unvested performance shares do not count) . |
| Hedging & Pledging | Prohibits short sales, hedging transactions, speculative trading in derivative securities, and prohibits Control Group Members (directors and Section 16 officers) from using Capital One securities in margin accounts or pledging them as collateral, supporting alignment and reducing red‑flag risk . |
| Insider Trading Policy | Company maintains insider trading policies and procedures; the policy was filed as an exhibit to the 2024 Form 10‑K . |
Vesting schedules in company-wide award agreements signed by the CHRO (illustrative of typical schedules across associates; not specific to Ms. Haggerty’s personal grants): | Instrument | Grant Date | Vesting | Max Payout | |---|---|---|---| | RSU Agreement (company-wide form) | Feb 4, 2025 | 1/3 each on Feb 15, 2026; Feb 15, 2027; Feb 15, 2028 | N/A | | RSU Agreement (company-wide form) | Jun 3, 2025 | 100% on Jun 3, 2028 | N/A | | Performance Unit Agreement (company-wide form) | Feb 4, 2025 | Vests no later than Mar 15, 2028 per terms; dividend accruals per Section 6 | 150% of target |
Employment Terms
| Policy Area | Detail |
|---|---|
| Employment Agreements | Capital One typically does not enter defined‑term employment agreements with NEOs; none of the current NEOs have employment agreements (Committee retains discretion to approve if needed) . |
| Change‑of‑Control (CoC) | NEOs have double‑trigger CoC protection: benefits only if a CoC occurs and there is an involuntary termination without cause or voluntary termination for good reason within two years after (or one year prior in anticipation). No excise tax gross‑ups; equity requires double trigger for acceleration . |
| Severance Economics | In CoC scenarios, CEO benefits are based on notional salary and Highest Annual Bonus; other NEOs receive a lump sum of 112.5% of the highest of current/prior target/actual total compensation plus prorated current-year cash incentive; continuation of benefits and outplacement are provided (no gross‑ups) . |
| Clawbacks | Misconduct clawback (unvested awards at risk upon violations causing material harm and failure of oversight) and Dodd‑Frank restatement clawback (three‑year lookback to recover excess incentive compensation) . |
Company Performance During Haggerty’s Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Revenue ($USD Billions) | $34.3 | $36.8 | $39.1 |
| Diluted EPS (Reported) ($) | $17.91 | $11.95 | $11.59 |
| Diluted EPS (Adjusted) ($) | $17.71 | $12.52 | $13.96 |
| Operating Efficiency Ratio (Reported) (%) | 44.2% | 44.3% | 43.3% |
| Operating Efficiency Ratio (Adjusted) (%) | 44.5% | 43.5% | 42.4% |
| ROTCE (%) | 19.9% | 13.0% | 11.2% |
| Tangible Book Value/Share ($) | $86.11 | $99.78 | $106.97 |
Additional 2024 highlights used in Compensation Committee’s assessments: Net interest margin 6.88% (+25 bps YoY), deposits $363B (~82% FDIC insured), CET1 13.5%, one‑year TSR 38.3%; announced Discover Transaction in Feb 2024; strong risk management outcomes .
Governance & Board Interfaces Relevant to CHRO
- The Board and committees actively oversee corporate culture, talent management, succession planning, and compensation policies; the CHRO engages with the Board on associate engagement, retention/turnover metrics, and diversity, inclusion, and belonging outcomes .
Risk Indicators & Red Flags
- Pledging/hedging prohibited for directors and Section 16 officers, reducing misalignment and liquidity‑driven selling risks .
- Double‑trigger CoC with no excise tax gross‑ups for NEOs mitigates “windfall” optics; rigorous clawbacks for misconduct and restatements strengthen recovery rights .
Note on insider transactions: A search for Form 4 insider trading filings returned no indexed documents for COF in our tool; we attempted to retrieve insider transactions to analyze selling pressure and holdings, but found none in this index and would monitor subsequent filings and use dedicated insider trade data where available [ListDocuments result: type 4 returned 0].
Investment Implications
- Compensation alignment: Executive program design emphasizes equity and multi‑year performance conditions with clawbacks, reducing pay‑for‑performance slippage; hedging/pledging bans further align leadership incentives with shareholders .
- Retention risk: As CHRO, Haggerty is central to talent pipeline and succession programs the Board reviews annually; stability in culture and succession oversight lowers organizational execution risk during strategic transitions (e.g., Discover integration) .
- Change‑of‑control economics: Double‑trigger structure and absence of gross‑ups for NEOs indicate disciplined severance governance, limiting merger‑related payout inflation; applicability to non‑NEO executive officers (including CHRO) is not disclosed and should be confirmed in future filings .
- Visibility gap: Individual CHRO pay elements, ownership levels, and Form 4 activity are not disclosed in the proxy and were not retrievable in the tool index; analysts should monitor DEF 14A updates and Section 16 filings for concrete signals on equity ownership, vesting‑related selling, and guideline compliance.