Michael Zamsky
Chief Credit and Financial Risk Officer at COF
Executive
About Michael Zamsky
Michael Zamsky is Capital One’s Chief Credit and Financial Risk Officer, responsible for enterprise oversight of credit, liquidity, and market risk, and leading Enterprise Model Risk Management. He has been with Capital One for over 27 years and has served in this role since September 2023; age 50 as of the 2025 proxy statement . Company performance during his tenure as CC&FRO (performance year 2024) included net revenue of $39.1B (+6% YoY), adjusted diluted EPS of $13.96 (+12% YoY), ROTCE of 11.2%, tangible book value per share of $106.97 (+7% YoY), and a 1-year TSR of 38.3% (outperforming the KBW Bank Index and S&P 500); the Company also announced the Discover transaction in February 2024, expected to close in early 2025 subject to regulatory approvals .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Capital One | Chief Consumer Credit Officer | Aug 2006 – Sep 2023 | Oversaw credit management and analytics across Consumer lending; led Enterprise Data Risk Management |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | None disclosed in company filings |
Fixed Compensation
- Capital One does not typically enter into fixed-term employment agreements with executive officers; none of the current NEOs have defined-term employment agreements. Individual base salary levels and elements for Zamsky are not separately disclosed (he is not a 2024 NEO) .
- Program structure for executive officers (as described for NEOs): base salary is set considering experience, scope, and market data; cash incentive targets are set annually; equity incentives include stock-settled RSUs (three-year ratable vesting) and performance share units (three-year performance period) with robust performance and recovery provisions .
Performance Compensation
- Annual cash incentive (program design): For 2024, the Compensation Committee set target cash incentives for NEOs at ~25% of total target compensation, with actual payout determined 0–150% based on Company performance factors. For performance year 2024, NEO cash incentives paid at 150% of target due to Company results. Zamsky’s individual payout is not disclosed (non-NEO), but his incentives follow the same governance framework .
- Long-term incentives (program design):
- Performance Shares (NEOs other than CEO): vest based on three-year relative performance versus a defined peer set on metrics that include D+TBV growth and Adjusted ROTCE, with an overlay that reduces payout if Adjusted ROTCE is not positive in any year (up to full forfeiture if not positive in all three years). Zamsky’s individual grant details are not disclosed .
- Stock-settled RSUs (executive officers): three-year ratable vesting and subject to performance-based vesting that can reduce vesting if annual Core Earnings are not positive during the vesting period (with potential cumulative forfeitures). Zamsky’s individual RSU grants are not disclosed .
- Clawbacks: All executive officer incentive awards are subject to (i) a misconduct clawback and (ii) a financial restatement clawback pursuant to the company’s Dodd-Frank-compliant Recoupment Policy .
Detailed incentive framework (program-level)
| Metric | Weighting | Target | Actual/Outcome | Payout Range | Vesting |
|---|---|---|---|---|---|
| Company performance factors (cash incentive) | Not disclosed | Target set per role | 2024 Company results → NEO cash incentives at 150% of target | 0–150% of target (for NEOs) | Cash paid following year-end |
| D+TBV and Adjusted ROTCE (Performance Shares) | Not disclosed | Relative vs Performance Share Peers | Subject to three-year assessment; negative Adjusted ROTCE in any year reduces award (up to zero if all three negative) | Formulaic; can be reduced by up to 100% | Cliff vest at end of 3-year period |
| Core Earnings threshold (Stock-settled RSUs) | Not applicable | Positive Core Earnings each of 3 years | If not positive in a year, a portion of vesting is forfeited; cumulative over 3 years | Reduces to zero if thresholds not met | Ratable over 3 years |
Note: The company discloses program design and NEO outcomes; Zamsky-specific award sizes, targets, and payouts are not disclosed in the proxy, as he was not a named executive officer in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (historical) | 22,542 shares of COF common stock owned directly as of Form 3 filed July 20, 2022 (position at that time; subsequent changes not reflected here) . |
| Ownership guidelines | Executive officers must hold at least 3x annual cash salary in COF shares; 50% of the guideline must be held for one year post-termination (except death/disability/CoC). New executive officers have five years to comply. Company reports executives are in compliance with guidelines (at the time of the 2025 proxy) . |
| Retention requirements | For vested performance shares and stock-settled RSUs, executives must hold 50% of after-tax shares for at least one year, and beyond if needed to meet ownership guidelines . |
| Hedging/pledging | Prohibited for officers and directors; also prohibits use of company securities in margin accounts or as collateral for loans . |
| 10b5-1 trading plans | Q3 2025 10-Q disclosed new trading plans for certain officers; Zamsky was not listed among those with plans in that quarter’s disclosure . |
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | The company typically does not use fixed-term employment agreements for executive officers; none of the current NEOs have defined-term contracts. No individual contract for Zamsky is disclosed . |
| Severance (plan) | Executive Severance Plan for NEOs (excluding CEO) provides up to 30% of then-current total target compensation plus a pro-rated severance bonus (based on target cash incentive) upon involuntary termination without cause, plus COBRA subsidies up to 18 months and outplacement; the plan’s applicability to non-NEO executive officers is not specified in the proxy . |
| Change-of-control (CoC) | Each currently-employed NEO is party to a CoC agreement with two-year protections and severance upon qualifying termination; no excise tax gross-ups. CoC coverage for non-NEO executive officers (e.g., Zamsky) is not specified in the proxy . |
| Clawbacks | Misconduct and financial restatement clawbacks apply to all executive officer incentive awards . |
| Insider trading | Formal insider trading policy; filed as exhibit to 2024 Form 10-K . |
Company Performance Context (for 2023–2024)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Revenue ($B) | 36.8 | 39.1 |
| Diluted EPS (Reported) | 11.95 | 11.59 |
| Diluted EPS (Adjusted) | 12.52 | 13.96 |
| Operating Efficiency Ratio (Reported) | 44.3% | 43.3% |
| Operating Efficiency Ratio (Adjusted) | 43.5% | 42.4% |
| ROTCE | 13.0% | 11.2% |
| Tangible Book Value / Share ($) | 99.78 | 106.97 |
| 1-Year TSR | — | 38.3% (vs. KBW Bank Index 37.2%; S&P 500 25%) |
Investment Implications
- Compensation alignment: Strong pay-risk alignment at Capital One via multi-year performance shares (D+TBV and Adjusted ROTCE), performance-based vesting on RSUs tied to Core Earnings, and robust misconduct/restatement clawbacks. For risk leaders like Zamsky, this design emphasizes sustainable credit/market/liquidity outcomes over a multi-year horizon .
- Retention risk: Long tenure (27+ years) and recent elevation to CC&FRO (Sep 2023) suggest institutional embeddedness; company-wide ownership/retention requirements and prohibition on hedging/pledging further align incentives. No special retention awards for Zamsky are disclosed in 2024 (unlike the disclosed 2024 retention grant for another executive), which does not indicate heightened retention risk for him specifically based on available disclosures .
- Insider selling pressure: Q3 2025 10-Q listed new 10b5-1 plans for certain officers; Zamsky was not listed, and the only directly reported holding for him in filings provided is a 2022 Form 3 (22,542 shares at that time). Without current Form 4s, near-term selling pressure signals are limited in the public record here; note the company’s retention and ownership policies reduce discretionary selling flexibility .
- Execution risk and value creation: 2024 results showed solid revenue growth and efficiency improvements with positive TSR outperformance, while credit costs normalized post-pandemic. As CC&FRO, Zamsky’s portfolio-level risk oversight is directly levered to maintaining positive Adjusted ROTCE and Core Earnings to avoid award forfeitures—reinforcing discipline through the credit cycle and in the Discover integration period expected to close in early 2025, subject to approvals .
Key watch items: any new 10b5-1 plans or Form 4 transactions by Zamsky, changes to executive ownership guideline compliance status, and disclosures of CC&FRO-specific incentive outcomes in future proxies (which would sharpen read-through to personal pay-for-performance alignment) .