Matthew Cooper
General Counsel and Corporate Secretary at COF
Executive
About Matthew Cooper
Matthew W. Cooper, age 53, serves as Capital One’s General Counsel and Corporate Secretary, responsible for the Legal Department and governance processes; he was appointed General Counsel in February 2018, assumed the Corporate Secretary role in March 2022, and joined Capital One in 2009 . In February 2024 he was named Integration Executive Officer for Capital One’s acquisition of Discover, and by November 2025 held the role of President, Discover Integration in addition to General Counsel and Secretary, reflecting elevated execution responsibility for the Discover combination . His long‑term incentive design ties realized pay to multi‑year value creation via Financial Performance Share Units based on D+TBV (common dividends plus growth of tangible book value per share) and Adjusted ROTCE, with a 0–150% payout range and a three-year performance period (awards to NEOs other than the CEO are 100% “Financial Performance Shares”); for 2024 performance (granted Feb 2025), the two metrics carry equal weighting and RSUs vest in one‑third annual increments beginning on the first anniversary of grant .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One | President, Discover Integration; General Counsel; Corporate Secretary | President, Discover Integration as of Nov 2025; GC since Feb 2018; Corporate Secretary since Mar 2022 | Leads legal, board governance, and Discover integration execution . |
| Capital One | Chief Counsel, Legal | Jan 2016 – Feb 2018 | Senior legal leadership supporting enterprise priorities . |
| Capital One | Chief Counsel, Global Card | Jul 2012 – Jan 2016 | Oversight of legal matters for Global Card segment . |
| Capital One | Chief Counsel, Litigation | Jan 2009 – Feb 2016 | Led litigation strategy and risk management . |
External Roles
No external public company directorships or outside roles are disclosed for Mr. Cooper in the company’s 2025 proxy statement .
Fixed Compensation
2024 Summary Compensation Table (SCT) – Mr. Cooper
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,110,077 | 3,214,500 (includes $1,125,000 related to Discover work) | 3,507,062 | 216,480 | 8,048,119 |
Performance-year view (how the Committee views 2024 compensation awarded in Feb 2025)
| Performance Year | Base Salary ($) | Cash Incentive ($) | Long-Term Incentive – Stock-Settled RSUs ($) | Long-Term Incentive – Performance Shares ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,110,077 | 2,089,500 | 1,601,160 | 1,921,352 | 6,722,089 |
Additional fixed/discretionary awards:
- Cash retention agreement in 2024 tied to Discover: $625,000 earned Oct 1, 2024; remaining 50% earned on the later of Discover closing and Dec 31, 2025, subject to continued employment .
- Special cash award: $2,000,000 approved on Nov 3, 2025 in recognition of expanded role and exceptional performance as President, Discover Integration, General Counsel and Secretary .
Performance Compensation
2024 year-end incentive awards (granted Feb 2025)
| Component | Detail | Amount/Units | Vesting | Notes |
|---|---|---|---|---|
| Cash Incentive | Annual cash incentive for 2024 performance | $2,089,500 | N/A | Based on company and individual performance factors . |
| Stock-Settled RSUs | RSU grant (stock-settled) | 8,001 units | Vest 1/3 annually starting first anniversary of grant | Aligns with multi-year retention and performance . |
| Performance Share Units (Financial PSUs) | Target PSUs | 9,601 target units | 3-year performance period (cliff vest at end) | Payout 0–150% based on D+TBV and Adjusted ROTCE vs peers; equal 50/50 metric weighting for 2025 grants . |
| LTI Grant Date Fair Value | Sum of RSUs + target PSUs | $3,522,512 | As above | NEOs do not receive TSR PSUs (CEO only) . |
PSU metrics and guardrails
| Metric | Weighting | Period | Payout Curve | Additional Conditions |
|---|---|---|---|---|
| D+TBV (Common Dividends + Tangible Book Value Growth) | 50% (2025 grants for 2024 performance) | 3 years | 0–150% based on percentile vs KBW Index peers (25th=threshold; 55th=target; 80th=max) | Performance share reduction if Adjusted ROTCE not positive in any year of the period . |
| Adjusted ROTCE | 50% (2025 grants for 2024 performance) | 3 years | Same as above | Same reduction feature as above . |
Vesting and realized pay indicators
- 2024 Stock Vested: 23,434 shares acquired on vesting; value realized $3,225,946 (no option exercises) .
- RSU vesting cadence: NEO stock-settled RSUs vest ratably in 1/3 increments starting on the first anniversary of grant (creates periodic potential selling pressure at vest dates) .
Equity Ownership & Alignment
Ownership as of February 4, 2025
| Holder | Common Stock | Stock that May Be Acquired within 60 Days | Total Beneficial Ownership | Percent of Class | Stock-Settled RSUs (Unvested) | Total incl. Unvested RSUs |
|---|---|---|---|---|---|---|
| Matthew W. Cooper | 45,585 | — | 45,585 | * (<1%) | 29,145 | 74,730 |
Alignment policies and status
- Stock ownership requirement: 3x annual cash salary for NEOs; post-termination requirement 1.5x salary for one year; new execs have five years to comply; the CEO and all other NEOs are currently in compliance .
- Hedging/pledging prohibited: Control Group Members (directors and Section 16 officers) are prohibited from hedging/speculative trading and from using Capital One securities in margin accounts or as collateral, mitigating misalignment risk .
- Option profile: No options exercisable within 60 days are listed for Mr. Cooper (ownership table), and no option exercises in 2024, indicating equity mix is primarily RSUs/PSUs rather than options .
Employment Terms
- Employment agreements: Capital One typically does not enter defined-term employment agreements with NEOs; none of the current NEOs have such agreements (heightens Committee discretion) .
- Executive Severance Plan (involuntary termination without cause): For NEOs other than the CEO, severance up to 30% of then-current total target compensation plus a severance bonus based on target cash incentive in restructuring scenarios; includes subsidized healthcare (up to 18 months via COBRA) and outplacement services .
- Change of control (double-trigger; no excise tax gross-ups):
- Cash: 112.5% of the highest of (i) current total target compensation, (ii) prior-year total target compensation, or (iii) prior-year actual total compensation, plus prorated current-year target cash incentive for NEOs other than the CEO .
- Equity: All equity continues per schedule; acceleration occurs only upon qualifying termination within two years post-CoC (or within one year prior in anticipation) .
- Benefits: Employer contributions to retirement/health/life programs for 2.5 years, service credit for vesting/eligibility under certain plans, and outplacement up to $30,000 .
- Restrictive covenants: Mr. Cooper is party to confidentiality, work product, and no‑hire/non‑solicitation agreements (two-year no-solicit of associates based on confidential information post-separation) .
- Potential payments table (as of 12/31/2024):
| Scenario | Cash | Retirement Plan Contributions | Equity Acceleration/Continuation | Medical/Welfare Benefits | Total |
|---|---|---|---|---|---|
| Involuntary (without cause) | $3,064,000 | — | $10,101,293 | $30,000 | $13,195,293 |
| Change of Control (qualifying termination) | $8,904,148 | $455,434 | $10,101,293 | $182,015 | $19,642,890 |
Clawbacks
- The company maintains misconduct and financial restatement clawbacks applicable to NEOs and certain awards, as described in the executive compensation sections .
Related Party Transactions
- Capital One paid approximately $5.9 million in 2024 to McGuireWoods LLP for legal services; Mr. Cooper’s brother‑in‑law is a partner (<1% ownership), does not work on Capital One matters, the relationship pre‑dated Mr. Cooper’s employment and his brother‑in‑law’s association; the Governance and Nominating Committee ratified the relationship .
Performance & Track Record
- 2024 evaluation factors leading to awards: The Committee cited Mr. Cooper’s excellent execution of significant and complex legal matters, support of international expansion, advisory work on strategic initiatives, and leadership of regulatory and integration matters, in addition to Discover integration responsibilities .
- 2025 special recognition: A $2,000,000 special cash award reflected expanded responsibilities and exceptional performance as President, Discover Integration, General Counsel and Secretary, signaling Board confidence during integration .
Compensation Structure Analysis
- Mix and leverage: For 2024 performance, Mr. Cooper’s compensation combined cash salary and cash incentive with multi‑year equity (stock‑settled RSUs and Financial PSUs), reinforcing at‑risk, performance‑linked pay .
- Metric rigor and alignment: Financial PSUs use D+TBV and Adjusted ROTCE with a 0–150% payout curve vs KBW Index peers and include an absolute ROTCE guardrail that can reduce or eliminate vesting if Adjusted ROTCE is not positive, strengthening downside protection .
- Program evolution: For 2025 grants tied to 2024 performance, metric weighting shifted from 2/3–1/3 (prior) to 50/50 between D+TBV and Adjusted ROTCE, balancing growth and returns .
- Discretionary/retention elements: A 2024 retention agreement tied to the Discover transaction and a subsequent $2,000,000 special cash award in 2025 underscore retention priorities during integration, adding near‑term cash to the mix .
Say‑on‑Pay & Shareholder Feedback
- Shareholder support: 95% approval on Say‑on‑Pay at the 2024 Annual Meeting, indicating strong investor endorsement of the executive compensation program’s structure and rigor .
- Investor feedback channels: The company conducted extensive investor outreach (17 conferences; 300+ engagements) and incorporated feedback into design elements such as PSU disclosures and CEO TSR linkage (CEO only) .
Equity Ownership & Alignment Details
- Ownership guidelines and compliance: NEOs must hold at least 3x salary (and 1.5x for one year post‑termination); the CEO and all other NEOs are currently in compliance; retained‑share requirements apply to vested RSUs/PSUs until guidelines are met .
- Hedging/pledging ban: Prohibitions on hedging and pledging for directors and Section 16 officers limit misalignment and leverage risk .
Investment Implications
- Retention and execution: The combination of a 2024 retention agreement and a $2,000,000 2025 special cash award signals high retention priority and Board confidence in Cooper’s leadership of the Discover integration, a critical value‑creation lever and integration risk area .
- Alignment and supply dynamics: Significant unvested equity (29,145 stock‑settled RSUs as of Feb 4, 2025) and RSU vesting in annual tranches create predictable vest‑related liquidity windows, while hedging/pledging prohibitions and ownership guidelines maintain alignment and reduce forced‑sale risks .
- Downside safeguards: PSU guardrails (absolute Adjusted ROTCE requirement) and double‑trigger equity vesting in change‑of‑control protect shareholders against windfalls from underperformance or single‑trigger transactions .
- Governance watch‑items: The disclosed McGuireWoods relationship appears mitigated (arm’s‑length, minimal ownership, committee ratification), but remains a related‑party item to monitor alongside integration‑related discretionary awards that increase cash mix near term .