Michael Shepherd
Director at COF
Board
About Michael Shepherd
Michael Shepherd is an independent, non-management director of Capital One Financial Corporation, appointed May 18, 2025 in connection with Capital One’s acquisition of Discover. He serves on the Audit Committee and the Risk Committee; Capital One states that all board committees are composed entirely of independent directors, indicating he meets NYSE independence standards. Shepherd previously served as Interim CEO and President of Discover (April 2024–May 2025) and as a Discover director (Aug 2023–May 2025), with a deep background leading regulated financial institutions and in senior government roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discover Financial Services | Interim Chief Executive Officer and President | Apr 2024–May 2025 | Led the organization through the Capital One merger closing |
| Discover Financial Services | Director | Aug 2023–May 2025 | Member of director subgroup evaluating strategic inquiries pre-transaction |
| BancWest Corporation | Chairman and CEO | Not disclosed | Led U.S. banking operations; regulatory stewardship |
| BNP Paribas USA | Director and Chair | Not disclosed | Governance oversight for U.S. holding company |
| The Bank of New York Company, Inc. | General Counsel | Not disclosed | Legal and compliance leadership |
| Shawmut National Corporation | General Counsel | Not disclosed | Legal and regulatory matters |
| U.S. Department of the Treasury (OCC) | Senior Deputy Comptroller of the Currency | Not disclosed | Prudential supervision and policy |
| The White House | Associate Counsel to the President of the United States | Not disclosed | Executive branch legal counsel |
| U.S. Department of Justice | Deputy Assistant Attorney General | Not disclosed | Federal enforcement policy and oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Cathedral (Washington, D.C.) | Dean’s Council member | Not disclosed | Civic and philanthropic engagement |
| University of California | Business Executive Council member | Not disclosed | Higher education advisory |
| Commercial Club of Chicago | Civic Committee member | Not disclosed | Policy and civic leadership |
| Council on Foreign Relations | Member | Not disclosed | International policy forum |
| Federal Reserve Board | Federal Advisory Council member and President (prior) | Not disclosed | Banking industry advisory to FRB |
| FDIC | Advisory Committee on Economic Inclusion member (prior) | Not disclosed | Inclusion policy advisory |
| The Clearing House | Director (prior) | Not disclosed | Payments and clearing industry governance |
| Presidio Trust | Director (prior) | Not disclosed | Federal trust governance |
Board Governance
- Committee assignments: Audit Committee (member) and Risk Committee (member). Capital One states all committees are composed entirely of independent directors, and committee chairs are independent.
- Board expansion and appointment: Capital One expanded the board from 12 to 15 upon closing the Discover acquisition, appointing Shepherd (with Thomas G. Maheras and Jennifer L. Wong). Appointment effective May 18, 2025.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Applies to non-management directors |
| Committee member retainer – Audit or Risk | $30,000 | Per committee, non-chair members |
| Committee chair retainer – Audit or Risk | $70,000 | Not applicable to Shepherd unless designated chair |
| Committee member retainer – Compensation or Governance & Nominating | $15,000 | Per committee, non-chair members |
| Lead Independent Director retainer | $100,000 | Not applicable to Shepherd |
| Annual RSU grant | 1,658 RSUs; $235,121 grant-date fair value | May 2, 2024 award; directors’ RSUs vest after one year; delivery deferred until service ends |
| Deferred compensation (NEDDCP) | Available | Directors may defer cash and (if ownership threshold met) RSUs until cessation of service; change-of-control payout rules summarized |
Capital One increased the annual RSU grant value by $25,000 in 2024 to align with peer group demands; RSUs vest one year from grant with delivery deferred until board service ends. Cash and RSU deferrals are permitted under the NEDDCP.
Performance Compensation
- Capital One’s director compensation structure is retainer- and RSU-based; no formulaic performance metrics are disclosed for non-management director compensation (RSUs are time-based with deferred delivery).
Other Directorships & Interlocks
| Company | Current Role | Interlock/Conflict Notes |
|---|---|---|
| Capital One Financial Corporation | Director (since May 18, 2025) | Appointed at Discover closing; serves on Audit and Risk Committees |
| Public company boards (current) | None | Capital One biography lists no current public company directorships beyond COF |
| Discover Financial Services (prior) | Director; Interim CEO & President | Prior leadership and board service at acquired entity may shape integration oversight; not a continuing interlock post-close |
Expertise & Qualifications
- Financial services leadership (bank CEO/chair) and legal/regulatory expertise (former OCC Senior Deputy Comptroller; DOJ Deputy Assistant Attorney General; BNY/Shawmut General Counsel). Strong prudential regulation and governance background; civic and policy network (CFR, Commercial Club of Chicago).
Equity Ownership
- Beneficial ownership in COF common stock for Shepherd was not disclosed in the 2025 proxy (his appointment occurred after the March 27, 2025 proxy filing). Capital One’s director stock ownership policy requires directors to hold at least 5× their annual cash retainer within five years of appointment; compliance status for Shepherd is not yet disclosed.
Governance Assessment
- Independence and committee fit: Shepherd’s assignment to Audit and Risk aligns with his regulatory and legal background; committees are composed entirely of independent directors, reinforcing investor confidence in oversight.
- Attendance and engagement: 2025 proxy reports robust board/committee cadence (14 board meetings; Audit 11; Risk 7 in 2024) and high attendance among then-current directors; Shepherd’s attendance has not yet been disclosed (appointed after the 2025 proxy period).
- Compensation alignment: Director pay is balanced between cash retainers and time-vested RSUs with optional deferral, plus clear stock ownership requirements (5× retainer); no performance pay or options for directors, which limits risk-taking incentives.
- Potential conflicts & related-party exposure: Capital One maintains a formal Related Person Transactions policy (Governance & Nominating Committee approval required; ordinary-course, arm’s-length, and Regulation O-compliant lending permitted). No Shepherd-specific related-party transactions are disclosed.
- Signals/Red flags: None disclosed specific to Shepherd. No pledging or hedging policies for directors are flagged in the proxy. Recent leadership at the acquired entity suggests deep integration insight rather than a conflict, with independence supported by committee composition.
Implication: Shepherd strengthens regulatory, legal, and risk oversight capacity at COF during Discover integration and ongoing prudential supervision. His absence of other public company directorships reduces potential interlocks, while Audit/Risk roles provide direct lines into financial reporting and enterprise risk programs.