Neal Blinde
President, Commercial Banking at COF
Executive
About Neal Blinde
Neal A. Blinde is President, Commercial Banking at Capital One, a role he has held since March 2022 after joining the company in January 2022; he previously served as Executive Vice President and Treasurer at Wells Fargo & Company from October 2015 to December 2021. He is 52 years old per Capital One’s 2025 proxy statement. Company performance context during his tenure: Capital One’s Pay vs. Performance table shows 2024 total shareholder return (TSR) value of $189.44 per initial $100 (vs. $137.03 in 2023) and reported net income of $4,750 million in 2024 (vs. $4,887 million in 2023), which are key drivers of performance-based payout mechanics across NEO awards .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – $100 initial fixed value | $97.32 | $145.28 | $94.95 | $137.03 | $189.44 |
| Net Income ($USD Millions) | $2,714 | $12,390 | $7,360 | $4,887 | $4,750 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Capital One Financial (COF) | President, Commercial Banking | Mar 2022–Present | Leads Corporate Banking, CRE, Capital Markets, Treasury Services and related operations |
| Wells Fargo & Company | EVP & Treasurer | Oct 2015–Dec 2021 | Senior finance leadership; preceded by other WF leadership roles |
External Roles
- No public company directorships or external board roles disclosed for Mr. Blinde in company filings reviewed .
Fixed Compensation
| Component | 2022 Amount | Notes |
|---|---|---|
| Base salary | $1,015,385 | Prorated for 2022 start; reported as 2022 salary |
| Cash incentive (annual bonus) | $1,803,699 | Paid in Jan 2023 for 2022 performance |
| Sign‑on cash (one‑time) | $2,000,000 | Awarded in connection with commencement and forfeiture from prior employer |
| All other compensation | $183,994 | Perquisites/other items in SCT |
Committee design for NEOs (other than CEO) targets ~20% base salary, ~25% cash incentive, and ~55% long‑term equity (mix of PSUs and stock‑settled RSUs) starting with the 2024 program, aligning pay with performance and retention; all equity vests over three years .
Performance Compensation
Incentive Structure and Metrics (policy)
| Element | Metric(s) | Weight/Range | Performance Period | Payout Mechanics |
|---|---|---|---|---|
| Performance Shares (PSUs) | D+TBV growth and Adjusted ROTCE vs peers (structure substantially similar to CEO Financial Performance Shares) | 0%–150% of target shares | 3-year period (e.g., 2025–2027 for 2024 awards) | Relative metric framework; dividend equivalents paid only on shares that actually vest |
| Stock‑settled RSUs | Time‑based vesting | N/A | 3 years | Straight‑line or stated schedules per award |
- 2024 NEO mix: approximately 27% of total awarded compensation in PSUs and ~23% in stock‑settled RSUs, with the remainder in salary and cash incentives .
2022 Year‑End Incentive Awards (awarded Jan/Feb 2023 for 2022 performance)
| Type | Quantity/Target | Grant-date fair value | Notes |
|---|---|---|---|
| Stock‑settled RSUs | 11,100 units | $1,288,377 | Awarded for 2022 performance year |
| Performance shares (target) | 13,320 units | $1,546,052 | Opportunity to earn 0%–150% of target over 3 years |
| Cash incentive (annual bonus) | — | $1,803,699 | Paid in cash for 2022 performance |
2022 Sign‑on Equity Grants and Vesting Schedules (dated Jan 31, 2022)
| Grant | Units | Vesting cadence | Vesting dates |
|---|---|---|---|
| RSU Award A | 81,306 | 50% / 30% / 20% | Jan 31, 2023; Jan 31, 2024; Jan 31, 2025 |
| RSU Award B | 40,892 | 25% annually | Jan 31 of 2023, 2024, 2025, 2026 |
| RSU Award C | 20,446 | One-third annually | Jan 31 of 2023, 2024, 2025 |
- 2022 Outstanding unvested equity at year‑end (market value basis as of 12/31/2022) for the above awards: $7,558,206 (81,306), $3,801,320 (40,892), $1,900,660 (20,446) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 3, 2023) | 33,419 common shares beneficially owned; 0% of class (<1%); plus 96,053 stock‑settled RSUs unvested; total 129,472 including RSUs |
| Pledged shares | Prohibited for directors and Section 16 officers under company policy (also bans hedging, short sales, derivatives, margin) |
| Ownership guidelines | Executive officers must hold ≥3x annual cash salary; new executives have 5 years to comply |
| Post‑vest retention | Must hold 50% of after‑tax net shares for 1 year after vest; for certain awards, must continue holding until ownership requirement is met |
| RSU holding requirement in award agreements | “Applicable Holding Shares” equal to 50% of shares acquired must be held until the later of 1 year from acquisition or until ownership requirement is met |
| 10b5‑1 trading plan | Entered July 25, 2025; provides for potential sale of up to 43,200 COF shares; plan terminates upon completion or May 6, 2026, whichever occurs first |
Employment Terms
| Term | Provision |
|---|---|
| Employment start | Joined Capital One January 24, 2022; President, Commercial Banking since March 2022 |
| Notice & Garden Leave | Must provide 180 days’ prior written notice before resigning; remains on salary/benefits during garden leave; may be placed on paid leave; cannot work elsewhere without company consent during garden leave |
| Non‑solicitation | For 2 years post‑separation, restrictions on soliciting or hiring covered Capital One associates (with detailed conditions) |
| Non‑compete | Not disclosed for Mr. Blinde; non‑competition agreements apply to certain other NEOs (e.g., CFO, President Financial Services) |
| Severance (without cause) | Estimated as of 12/31/2022: cash $3,025,000; equity continuation/acceleration $9,458,866; benefits $10,000; total $12,493,866 |
| Change‑of‑Control (double trigger) | Estimated as of 12/31/2022: cash $7,733,127; retirement contributions $58,478; equity $13,260,186; benefits $150,434; total $21,202,225; equity generally accelerates/continues on double‑trigger |
| Excise tax gross‑ups | Not provided to executive officers |
| Clawback/recoupment | Company has a Compensation Recoupment Policy (Exhibit 97); applied company‑wide (policy details incorporated by reference) |
Risk Indicators & Red Flags
- Section 16(a) delinquency: Mr. Blinde filed a late Form 4 on January 30, 2023 for four small discretionary transactions (total 31 shares) in a managed account; company noted the exception in its proxy .
- 10b5‑1 plan: Pre‑arranged plan for up to 43,200 shares through May 6, 2026; signals potential supply over the period but within a compliant framework entered during an open trading window .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and Section 16 officers, mitigating alignment risks .
- Say‑on‑pay: 95% support at 2024 annual meeting, indicating strong shareholder endorsement of compensation design .
Compensation Committee Analysis and Governance
- Independent advisor: FW Cook serves as the Compensation Committee’s independent consultant; the Committee determined FW Cook is independent under SEC/NYSE rules and does not provide other services to management .
- Program design: For 2024 NEOs, target mix 20% salary / 25% cash incentive / 55% long‑term equity; equity consists of PSUs and stock‑settled RSUs, with all equity vesting over three years and PSUs tied to multi‑year performance .
Investment Implications
- Alignment: Large multi‑year equity (RSUs and PSUs) with post‑vest holding and ownership requirements indicates high alignment with long‑term shareholder value creation; pledging and hedging are prohibited .
- Retention and transition risk: 180‑day notice and garden leave, two‑year non‑solicit, and meaningful severance/CoC economics reduce unplanned departure risk but increase replacement cost if a transition occurs .
- Trading signals and overhang: The Rule 10b5‑1 plan authorizing up to 43,200 share sales through May 2026 could create periodic supply; however, adoption during an open window and alignment policies mitigate concerns about opportunistic selling .
- Execution track record: 2022 awards to Mr. Blinde cited strong Commercial Bank results versus peers (core net income, pre‑provision earnings, non‑interest income, and loan growth), supporting rationale for above‑median incentive pay that year .
- Governance quality: Strong say‑on‑pay (95%) and independent committee oversight reduce pay‑for‑performance risk and suggest limited shareholder pushback on executive pay constructs going forward .