Mark Mouadeb
President, U.S. Card at COF
Executive
About Mark Mouadeb
Mark Daniel Mouadeb is President, U.S. Card at Capital One (since July 2022) and has been with the company since 2006; he is 41 years old. He leads Capital One’s U.S. consumer credit card business after prior senior roles across Core Consumer Card, Mainstreet Card, Walmart Partnership, and Upmarket Card . During his tenure, Capital One delivered strong company performance, including Net Revenue growth to $39.1B in 2024 (+6% YoY) and robust TSR of 38.3% in 2024 and 44.3% in 2023; management highlighted Domestic Card’s strong and resilient returns and record account originations in 2024, which is directly in his domain . He also signed as President of Vega Merger Sub, Inc. on the Discover merger documentation, underscoring involvement in the pending Discover transaction execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One | President, U.S. Card | Jul 2022 – present | Leads U.S. consumer credit card business . |
| Capital One | EVP, Head of Core Consumer Card | Feb 2021 – Jun 2022 | Led core consumer cards . |
| Capital One | SVP, Head of Mainstreet Card | Jul 2020 – Jan 2021 | Led Mainstreet card segment . |
| Capital One | SVP, Head of Walmart Partnership | Jul 2018 – Jun 2020 | Led Walmart credit partnership . |
| Capital One | Managing VP, Upmarket Card | Jul 2017 – Jun 2018 | Led Upmarket card business . |
External Roles
- Company filings list internal executive roles; no external public company directorships disclosed for Mouadeb in the executive officers sections .
Fixed Compensation
| Component | Status/Structure | Notes |
|---|---|---|
| Base Salary | Not individually disclosed for Mouadeb | He was not a 2024 Named Executive Officer (NEO); COF discloses detailed comp only for CEO and NEOs . |
| Annual Cash Incentive | Company program-based | NEOs had target cash incentives set as ~25% of total target comp; payouts ranged 0–150% based on Company Performance Factors (for 2024, NEO payouts were approved at 150%); framework indicates structure applied company-wide to executive officers, though not itemized for Mouadeb . |
| Long-Term Incentives (Equity) | Company program-based | For NEOs: stock‑settled RSUs and performance shares granted post year-end; RSUs vest in 1/3 annual tranches; PSUs on 3-year performance periods. Mouadeb, as an executive officer, is subject to the same award mechanics when granted . |
Performance Compensation
| Metric/Instrument | Weighting | Target/Definition | Actual/Payout Determination | Vesting |
|---|---|---|---|---|
| Financial Performance Shares (PSUs) | 50% D+TBV; 50% Adjusted ROTCE (for 2025 grants on 2024 performance) | D+TBV = 3-year average of (TBV/share year-end + common dividends per share) ÷ TBV/share at period start; Adjusted ROTCE = adjusted net income to avg tangible common equity . | Vests based on 3-year performance vs defined curves; NEOs do not receive TSR PSUs (CEO does) . | Cliff at end of 3-year period . |
| Stock‑settled RSUs | n/a | Time-based, with added performance conditions | Subject to annual “Core Earnings” performance condition; forfeiture of 50% of one year’s vesting if Core Earnings not positive in any fiscal year of the three-year vesting period . | Vests ratably 1/3 per year over three years . |
| Cash Incentive | Committee-set; 0–150% of target | Company Performance Factors; Committee judgment | For 2024, NEO cash incentives were approved at 150% of target based on company results . | Paid after year-end . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership (upon becoming officer) | 12,822 COF common shares reported on Form 3 filed July 20, 2022 (event date 07/11/2022) . |
| Rule 10b5‑1 plan | Adopted July 25, 2024 to sell up to 1,993.795 shares; plan terminated no later than Dec 31, 2024 or upon sale completion . |
| Stock ownership guidelines (executive officers) | Must hold at least 3x annual cash salary; post‑termination requirement 1.5x salary for one year (except for death, disability, or change of control) . |
| Retention requirements | Must hold 50% of after-tax net shares from RSU/PSU vesting for at least one year and until ownership guideline is met . |
| Hedging/pledging | Hedging/speculative trading prohibited; directors/officers prohibited from using COF securities in margin accounts or pledging as collateral . |
| Clawbacks | Two regimes: (1) Misconduct clawback (forfeiture/recovery of unvested awards for significant misconduct or failure of oversight) and (2) Dodd‑Frank financial restatement clawback (recover excess incentive comp from prior 3 fiscal years) . |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | Capital One typically does not use fixed-term employment agreements for NEOs; none of the current NEOs have one. Executive officers are covered by company policies and plans rather than individual employment contracts . |
| Severance (non‑CoC) | Executive Severance Plan provides up to 30% of then‑current total target compensation plus a pro‑rated severance bonus (target cash incentive) for involuntary termination without cause; up to 18 months COBRA subsidy and up to one year outplacement . |
| Change‑of‑control (CoC) | Executive officers have change‑of‑control agreements with a two‑year protection period post-CoC; benefits payable only on “double‑trigger” (CoC plus qualifying termination or good reason resignation within two years or within one year prior in anticipation). No excise tax gross‑ups . |
| Restrictive covenants | Company has confidentiality, non‑competition, and non‑solicit covenants with certain senior executives; restrictive covenants and clawbacks enforced as part of severance and award terms . |
Company Performance Context (during Mouadeb’s tenure)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Revenue ($B) | 36.8 | 39.1 |
| Operating Efficiency Ratio (%) | 44.3 | 43.3 |
| Diluted EPS ($) | 11.95 | 11.59 |
| Tangible Book Value/Share ($) | 99.78 | 106.97 |
| Total Shareholder Return (%) | 44.3 | 38.3 |
| Domestic Card commentary | “Strong and resilient returns” | “Strong and resilient returns; record account originations” |
Employment & Career Markers
- Company start date: 2006 (various leadership roles since) .
- Years in current role: Since July 2022 (approx. 2.7 years through Mar 27, 2025) .
- Transaction execution: Signed as President of Vega Merger Sub on Capital One–Discover merger documentation (S-4/A and related filings), indicating a direct role in M&A execution processes .
Investment Implications
- Alignment and downside protections are strong: mandatory stock ownership and retention, explicit hedging/pledging bans, and robust misconduct/restatement clawbacks reduce misalignment and agency risk; equity awards have additional “Core Earnings” performance conditions that can drive forfeiture even if stock performs, tightening pay-for-performance .
- Retention and M&A continuity: Double-trigger CoC agreements (no tax gross-ups) and a modest formulaic severance framework aim to keep key operators (like the U.S. Card head) in seat through integration events (e.g., Discover), while limiting shareholder‑unfriendly payouts .
- Selling pressure signal appears limited: Mouadeb’s 10b5‑1 plan authorized sales of up to ~1,994 shares in 2H24—order of magnitude small versus typical executive holdings—suggesting routine liquidity rather than notable overhang; continuing ownership requirements and retention rules further moderate near‑term selling pressure .
- Execution lens: Company results in 2023–2024 show healthy revenue growth and TSR outperformance alongside “strong and resilient” Domestic Card results and record account originations—favorable operating backdrop for U.S. Card leadership; risk centers on credit normalization and integration execution for Discover .