Mayo Shattuck III
Director at COF
Board
About Mayo A. Shattuck III
Independent director of Capital One Financial (COF) since 2003, age 70 in the 2025 proxy, with over two decades of board service and deep financial, energy, and governance expertise . Former Chairman of Exelon (2013–Apr 2022) and Chairman/CEO of Constellation Energy (2001–2012), with prior senior roles at Deutsche Bank, Bankers Trust, and Alex. Brown & Sons; he also serves as Chair of Johns Hopkins Medicine/Health System and formerly chaired the Institute of Nuclear Power Operations . Education: BA Williams College; MBA Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Corporation | Chairman of the Board | 2013–Apr 2022 | Led governance for Fortune 100 utility; executive chair in 2012–2013 |
| Constellation Energy Group | Chairman, President & CEO | 2001–2012 | Led wholesale/retail power and generation; M&A integration with Exelon |
| Deutsche Bank / Deutsche Banc Alex. Brown | Chairman (DB Alex. Brown); Global Head of Investment Banking; Global Head of Private Banking | 1999–2001 (DB period); prior at Alex. Brown 1991–1997 | Capital markets, private banking leadership and governance |
| Bankers Trust Corporation | Vice Chairman | 1997–1999 | Senior governance and corporate finance oversight |
| Alex. Brown & Sons | President & COO; Director | 1991–1997 | Investment bank operations leadership |
| Institute of Nuclear Power Operations (INPO) | Chairman | Various | Nuclear safety oversight; industry governance |
| Johns Hopkins Medicine/Health System | Chair (Medicine and Health System) | Current | Health system governance |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gap Inc. (GPS) | Director; Lead Independent Director | Director since 2002; Lead ID since 2022 | Audit & Finance; Governance & Sustainability; risk, governance, compliance expertise |
| Hut 8 Corp. (HUT) | Director | Since Dec 2021 | Audit Committee member; Chair, Compensation & Talent Development Committee |
| Exelon Corporation | Former Director/Chairman | Through Apr 2022 | Chairman; executive chair; energy sector governance |
| Alarm.com (ALRM) | Former Director | Through 2021 | Director compensation tables and options history |
Board Governance (Capital One)
- Committee memberships: Compensation Committee; Governance and Nominating Committee (current) . Historically chaired Compensation Committee and served on Risk Committee (various years) .
- Independence: COF’s committee chairs/members and Lead Director are 100% independent; Shattuck is listed as independent .
- Attendance: In 2015, all incumbent directors attended ≥80% of board/committee meetings; board held 13 meetings; all directors attended the annual meeting .
- Tenure: 22 years of service as of the 2025 proxy (director since 2003) .
Fixed Compensation (Capital One – Director Pay)
| Metric | FY 2014 | FY 2017 | FY 2021 |
|---|---|---|---|
| Fees Earned or Paid in Cash (Shattuck) | $150,000 | $157,500 | $140,000 |
| Stock Awards (RSUs) – Grant Date Fair Value (Shattuck) | $170,003 | $170,012 | $200,087 |
| All Other Compensation (charitable contribution, etc.) (Shattuck) | $10,000 | $15,000 | $15,000 |
| Total (Shattuck) | $330,003 | $342,512 | $355,087 |
| Annual Director Equity Grant (All COF non-management directors) | FY 2024 |
|---|---|
| RSUs granted (May 2, 2024) | 1,658 RSUs, grant date fair value $235,121 ($141.81/share); vest in 1 year; share delivery deferred until end of board service |
| Program change | RSU grant value increased by $25,000 vs prior year to align with peer group demands |
| Committee Fee Schedule (COF – members) | FY 2024/2025 |
|---|---|
| Audit or Risk Committee member | $30,000 |
| Compensation or Governance & Nominating Committee member | $15,000 |
| Capital One, N.A. Trust Committee member | $10,000 |
Historical chair/lead retainer references (program precedent):
- Lead Independent Director: $50,000; Risk Chair: $60,000; Audit Chair: $45,000; Compensation/Governance Chair: $35,000; Audit/Comp/Gov members: $15,000; Risk member: $30,000; Trust Committee: $10,000 .
Performance Compensation
| Element | FY 2014 | FY 2017 | FY 2021 | FY 2024 |
|---|---|---|---|---|
| Performance-based metrics tied to director pay | None (COF director RSUs are service-based, vest over one year; no performance metrics disclosed) |
- COF director RSUs vest on time-based service; no EPS/TSR/ESG performance conditions are disclosed for non-management directors .
Other Directorships & Interlocks
| Company | Relationship to COF (interlock risk) | Notes |
|---|---|---|
| Gap Inc. | Customer/retailer; no disclosed related-party transactions with COF | Lead Independent Director; governance and risk oversight experience . No COF-related transactions disclosed in COF proxy . |
| Hut 8 Corp. | Crypto mining; no disclosed COF related-party ties | Committee roles could indicate compensation governance expertise; no COF conflicts disclosed . |
| Exelon | Energy utility; no disclosed COF related-party ties | Former chair; no COF conflicts disclosed . |
Expertise & Qualifications
- Financial markets, corporate strategy, risk management, executive compensation, and private banking from tenures at Deutsche Bank, Bankers Trust, and Alex. Brown .
- Energy sector leadership and nuclear industry governance (INPO chair), with large-company board leadership experience .
- Health system governance (Chair, Johns Hopkins Medicine/Health System) .
- Education: Williams BA; Stanford MBA .
Equity Ownership
| Ownership Detail | As of | Amount |
|---|---|---|
| Outstanding RSUs (Shattuck) | 12/31/2018 | 44,268 RSUs |
| Outstanding Stock Options (Shattuck) | 12/31/2018 | 22,155 options (legacy director options; program discontinued in 2013) |
| RSUs with deferred stock delivery (Shattuck) | 2022 proxy (reflecting 2021 table) | 50,265 RSUs deferred |
- Stock ownership policy (directors): Must hold ≥5x annual cash board retainer; unvested RSUs and vested deferred RSUs count; retention of all RSU shares until board service ends; all directors in compliance .
- Hedging/pledging: COF prohibits hedging/speculative trading and pledging under company policy (policy highlighted in 2021 proxy) .
Governance Assessment
-
Strengths:
- Long-serving independent director with deep compensation and governance experience; current service on Compensation and Governance & Nominating Committees aligns with expertise .
- Strong alignment via RSU retention until end of service and 5x retainer ownership guideline; all directors compliant .
- Transparent director pay with clear committee fee schedules; RSU grant increased modestly to reflect demands and peer alignment .
- External board leadership (Gap Lead Independent Director) and compensation committee chair role at Hut 8 underscore governance credibility .
-
Watch items / Red flags:
- Very long tenure (22 years) may raise independence/refreshment concerns for some investors despite continued independence designation .
- 2021 late Form 4 filing (stock option exercise) due to company administrative error—minor compliance lapse but noteworthy .
- Multiple external board obligations (Gap, Hut 8) could pose time-commitment risks; no COF-related party transactions disclosed, but continued monitoring is warranted .
-
Compensation structure signals:
- Shift away from director stock options maintained since 2013; ongoing use of time-based RSUs promotes alignment without encouraging short-termism .
- RSU grant value increased by $25,000 in 2024 to recognize board demands and maintain peer alignment—indicative of rising director workload and market-level pay .
-
Independence and attendance:
- Board emphasizes independent oversight; Shattuck is independent; historical attendance thresholds met (≥80% in 2015) and annual meeting attendance strong .
Appendix: Director Compensation Program Features (COF)
- Non-Employee Directors Deferred Compensation Plan (NEDDCP): directors may defer cash fees and, if ownership requirement met, their annual RSU award; distributions occur upon board exit or change-of-control (cash paid equal to account balance; RSUs settled in stock/cash equal to transaction price) .
- Charitable program: opportunity to direct up to $10,000 annually; plus a broad-based program contribution of $5,000 (examples shown for 2024) .