Peter Killalea

About Peter Thomas Killalea

Peter Thomas Killalea (age 57) is an independent director of Capital One Financial Corporation (COF), serving since 2016, with committee assignments on the Compensation Committee and the Risk Committee . He is a seasoned technology executive and advisor, formerly Vice President of Technology at Amazon (including leadership of Infrastructure and Distributed Systems that became part of AWS, and prior roles as Chief Information Security Officer and VP of Security), and owner/president of Aoinle LLC (2014–2021), bringing deep expertise in product development, digital innovation, customer experience, and security to the board . The board affirms Killalea’s independence under Capital One’s Director Independence Standards aligned with NYSE rules .

Past Roles

External Roles

• Capital One’s governance cap allows non-executive directors to serve on up to four public boards, including Capital One; Killalea’s three other public boards plus COF equals the cap but remains within guidelines .

Board Governance

• Committee memberships: Compensation Committee; Risk Committee; not a chair of either (Compensation Committee Chair: François Locoh‑Donou; Risk Committee Chair: Eli Leenaars) .
• Independence: Board affirmatively determined all nominees other than the CEO are independent under Capital One’s standards; includes categorical immaterial relationships (non‑management directorships; ordinary‑course transactions below thresholds) .
• Attendance: In 2024, the Board held 14 meetings; committees held 32 (Audit 11; Compensation 6; Governance & Nominating 8; Risk 7). Each current director attended at least 75% of meetings of the Board and committees on which they served, other than Mr. Williams (74.2%), implying Killalea met attendance requirements .
• Lead Independent Director: Ann Fritz Hackett (re‑elected May 2024); responsibilities include organizing executive sessions, agenda oversight, CEO evaluation, and stockholder engagement .

Fixed Compensation

• Director compensation program: Annual RSU grant increased by $25,000 vs prior year to better align with peers; non‑management directors receive an annual cash retainer and committee retainers; Lead Independent Director receives $100,000; committee chair retainers range $45,000–$70,000; committee member retainers range $15,000–$30,000 .

Performance Compensation

• No director options or performance share units are disclosed for directors; RSU grants are time‑vested and not tied to performance metrics for directors, unlike NEO performance shares .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep technology and cybersecurity expertise from senior roles at Amazon, including former CISO; product and digital innovation leadership experience relevant to Capital One’s technology risk oversight and digital strategy .
• Board skills matrix emphasizes digital/technology, cybersecurity, risk management, and public company governance among aggregate skills of nominees, consistent with Killalea’s profile .

Equity Ownership

Governance Assessment

• Board effectiveness: Killalea’s placement on the Risk Committee aligns with his cybersecurity and technology risk background, supporting oversight of enterprise technology/cyber risk that is reported at least quarterly to the committee and annually to the Board . His Compensation Committee membership contributes to oversight of pay practices, incentive governance, and clawback administration .
• Alignment and incentives: Director pay mixes cash retainers with time‑vested RSUs that defer delivery until end of service, promoting long‑term alignment; 2024 compensation for Killalea totaled $393,221 (cash $145,000; stock awards $235,121; other $13,100) . Stock ownership guidelines at ≥5× retainer, with all directors in compliance, reinforce alignment .
• Independence and attendance: Independence affirmed; attendance met ≥75% threshold, with robust executive sessions and direct access to risk, audit, and compliance leaders, supporting effective challenge of management .
• Other boards/time commitments: Serving on three other public company boards places Killalea at Capital One’s governance cap (four including COF), warranting ongoing monitoring by investors for potential workload or interlock considerations, though within policy limits .
• Shareholder signals: Say‑on‑pay support was 95% in 2024, with >93% in each of the last three years, indicating broad investor confidence in compensation governance; FW Cook serves as independent compensation consultant to the Compensation Committee .

RED FLAGS and Monitoring Points

• Board service load: At the governance cap of external boards; monitor any changes in committee leadership roles or additional appointments that could affect capacity .
• Vendor relationships: While no related‑party transactions are disclosed for Killalea, his technology background and outside board roles warrant routine review under independence standards and related‑party policies, consistent with Capital One’s categorical immaterial relationship thresholds .

Appendix: 2024 Director Compensation Summary (Killalea)

Appendix: Committee Meeting Counts (2024)

Notes on Policies Referenced

• Independence and categorical immaterial relationships are defined in Capital One’s Corporate Governance Guidelines; Board determined all nominees other than the CEO are independent .
• Director RSU awards: 1,658 RSUs granted May 2, 2024 with fair value $235,121 ($141.81 per share), vest after one year, delivery deferred until end of service; NEDDCP allows deferral elections for eligible directors .
• Stock ownership requirements: ≥5× cash retainer; all directors in compliance .
• Compensation Committee consultant: FW Cook serves as independent advisor; scope includes executive and director compensation benchmarking and design .
• Say‑on‑pay: 95% approval in 2024; >93% in each of prior three years .