Ravi Raghu
President, Capital One Software, International, and Business Cards & Payments at COF
Executive
About Ravi Raghu
Ravi Raghu is President, Capital One Software, International, and Business Cards & Payments (age 46), a role he has held since July 2022, overseeing Capital One Software, Small Business and Commercial Credit Cards, B2B Payments, and consumer cards in the UK and Canada; he began at Capital One over 20 years ago as a business analyst and rose through multiple leadership roles . He publicly led the launch of Capital One Databolt, a vaultless tokenization product to protect sensitive data at enterprise scale, underscoring technical and go-to-market execution in data security as AI adoption accelerates . Compensation for executive officers is tightly linked to company performance via three-year performance share awards measured on D+TBV and Adjusted ROTCE, and company TSR relative to peers; RSUs have additional performance-based vesting tied to Core Earnings, reflecting robust pay-for-performance alignment . He adopted a Rule 10b5-1 trading plan on February 13, 2025 to sell up to 13,449.756 shares through May 15, 2026, indicating pre-arranged potential selling activity within policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One | President, Capital One Software, International, and Business Cards & Payments | Jul 2022 – present | Oversees a portfolio spanning enterprise software, SMB & Commercial Cards, B2B Payments, and UK/Canada consumer cards |
| Capital One | EVP, Head of Capital One Software | Jul 2021 – Jul 2022 | Built and scaled Capital One’s enterprise B2B software business |
| Capital One | EVP, Head of Dealer Auto Finance | Mar 2017 – Jul 2021 | Led auto finance business, expanding credit and operations leadership |
External Roles
No external public company directorships or committee roles disclosed for Raghu in the proxy .
Fixed Compensation
Capital One does not disclose individual compensation for executive officers beyond Named Executive Officers (NEOs); Raghu is an executive officer but not a NEO in the 2025 proxy, so his specific base salary, bonus, and grant values are not provided. Context: the 2024 NEO program targeted ~20% base salary, ~25% cash incentive, and ~55% long-term incentive (performance shares and stock-settled RSUs), with all equity vesting over three years and additional clawback/recovery provisions; NEO base salaries ranged from $1.0 million to $1.4 million in 2024 .
Performance Compensation
| Metric | Weighting | Performance Period | Target Definition | Payout Curve | Vesting |
|---|---|---|---|---|---|
| D+TBV (Common Dividends + Growth of Tangible Book Value per Common Share) | 50% (Financial Performance Shares granted in 2025) | 3 years (e.g., beginning Jan 1 of grant year) | 3-year average ratio of year-end TBV/share plus dividends to beginning TBV/share | 0–150% based on percentile vs KBW Index peers; 25th pct = 40% payout, 55th pct = 100%, 80th pct = 150% | Cliff vest at 3 years; shares reduced if Adjusted ROTCE not positive in any year (one-sixth per year not positive) |
| Adjusted ROTCE | 50% (Financial Performance Shares granted in 2025) | 3 years | Net income to average tangible common equity, excluding certain intangible impacts; rewards balanced capital stewardship | Same relative payout curve vs peers (25th/55th/80th percentile thresholds) | Cliff vest; subject to performance share reduction if any year’s Adjusted ROTCE not positive |
| TSR (Total Shareholder Return) | CEO-only portion (not granted to non-CEO NEOs) | 3 years | Change in stock price plus reinvested dividends; 20-day avg windows at start/end | Same percentile-based 0–150% payout vs peers | Cliff vest at 3 years |
| RSUs (stock-settled for NEOs) | Determined annually | 3-year ratable | Additional performance-based vesting tied to Core Earnings thresholds each year | Not applicable | Ratable annually over 3 years, dividends paid in cash at vest adjusted for performance |
Notes:
- For awards granted in 2025, D+TBV and Adjusted ROTCE are weighted equally for Financial Performance Shares; prior grants used two-thirds D+TBV, one-third Adjusted ROTCE .
- RSUs for NEOs include performance-based vesting provisions that can reduce value cumulatively to zero if Core Earnings thresholds are not met in any vesting year .
Equity Ownership & Alignment
| Item | Policy/Status |
|---|---|
| Stock ownership guideline | Executive officers must own at least 3x annual cash salary; must continue to hold 50% of requirement for one year post-termination (except death/disability/change of control) |
| Time to comply | New executive officers have five years from promotion/appointment to meet guidelines |
| Retention requirements | Must retain 50% of after-tax shares from RSUs/performance shares for one year and until ownership guideline met |
| Hedging/pledging | Hedging, short sales, speculative derivatives and pledging/margin use of Capital One securities prohibited for directors and officers; applies across all shares held |
| 10b5-1 plan | Raghu adopted a Rule 10b5-1 plan on Feb 13, 2025 to sell up to 13,449.756 shares; plan ends upon sale completion or May 15, 2026 |
| Beneficial ownership disclosure | Raghu is not listed in the Security Ownership of Directors and Named Executive Officers table; individual share counts for him are not disclosed in the proxy |
Employment Terms
- Employment agreements: Capital One typically does not enter into defined-term employment agreements; none of the current NEOs have employment agreements, preserving flexibility .
- Severance: For NEOs (excluding the CEO), the Executive Severance Plan 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; up to 18 months of COBRA subsidy and up to one year of outplacement services; certain equity awards continue vesting per original terms under specified scenarios .
- Change-of-control: Double-trigger required for cash payments and equity vesting (transaction plus qualifying termination within two years or in anticipation within one year); no excise tax gross-ups; designed to align incentives and avoid misaligned windfalls .
- Restrictive covenants: Capital One has agreements with certain NEOs containing confidentiality, non-compete, non-solicit, and work-product provisions; severance can be conditioned on releases and covenant compliance .
- Insider trading: Plans must be adopted during open windows and comply with Rule 10b5-1(c); Raghu’s plan satisfies these requirements .
Related Party Transactions and Governance
- Related party: Raghu’s spouse is a Senior Business Manager at Capital One; she received approximately $187,000 in 2024 and does not report directly or indirectly to Raghu; the Governance and Nominating Committee ratified this relationship. Prior proxies disclosed $148,000 (2023) and $169,000 (2022) compensation figures with the same governance safeguards .
- Say-on-pay and program features: The compensation program prohibits hedging/pledging, uses multi-year equity with clawbacks, and requires double-trigger equity acceleration; peer group scope increased after investor feedback .
Performance & Track Record
- Product execution: Led launch of Capital One Databolt, emphasizing enterprise-scale tokenization performance (up to 4 million tokens/sec), vaultless architecture, and cloud-native deployment; early external validation via Early Warning Services using the product .
- Company-level metric outcomes: Recent performance share settlements demonstrated rigorous payout calibration (e.g., 2022 Financial Performance Shares settled at 70% of target based on D+TBV at the 35th percentile and Adjusted ROTCE at the 50th percentile; 2022 TSR Performance Shares settled at 150% at the 80th percentile), illustrating how vesting outcomes reflect multi-year relative and absolute performance .
Performance Compensation – Detailed Table
| Award Type | Metric | Weighting | Target/Payout Scale | Performance Period | Vesting/Reduction |
|---|---|---|---|---|---|
| Financial Performance Shares | D+TBV | 50% | Relative to KBW Index peers; 25th pct=40%, 55th=100%, 80th=150% | 3 years (e.g., Jan 1–Dec 31) | Reduction of 1/6 per year of non-positive Adjusted ROTCE |
| Financial Performance Shares | Adjusted ROTCE | 50% | Same percentile thresholds vs peers | 3 years | Same reduction rule |
| RSUs (NEOs) | Core Earnings threshold | n/a | Forfeitures cumulative if threshold not met in any year | 3 years | Ratable vest; performance-based vesting applied |
Equity Ownership & Alignment – Risk Controls
| Control | Description |
|---|---|
| Anti-hedging/pledging | Prohibits short sales, hedging in derivatives, margin use, and pledging Capital One stock for all directors/officers; enhances alignment and reduces forced selling risk |
| Ownership/retention | 3x salary ownership guideline; 50% retention of net shares for one year and until guideline met; five years to comply for new executives |
| Clawbacks | Misconduct and financial restatement clawbacks apply to incentive compensation, with public disclosure intent of aggregate recovery amounts after events are disclosed |
Employment & Contracts – Economics Snapshot
- Severance (NEOs excl. CEO): Up to 30% of total target compensation plus pro-rated severance bonus, 18 months COBRA subsidy, and outplacement support; equity continuation per plan terms .
- Change-of-control: Double-trigger equity and cash; two-year protection period; no excise tax gross-ups .
Investment Implications
- Alignment is strong: Multi-year performance shares tied to D+TBV and Adjusted ROTCE with percentile-based payouts and absolute ROTCE reductions, plus RSU performance-based vesting and clawbacks, limit windfalls and support long-term value creation alignment for executive officers like Raghu .
- Watch insider sales cadence: Raghu’s Rule 10b5-1 plan authorizes up to 13,449.756 shares of sales through May 15, 2026; monitor Form 4 filings for execution pace and potential selling pressure around vest dates .
- Governance safeguards: Prohibitions on hedging/pledging and ownership/retention requirements reduce misalignment and collateral-driven sell risk; change-of-control is double-trigger with no tax gross-ups, moderating parachute optics .
- Related party item: Spousal employment is modest and ratified with no reporting line to Raghu, reducing conflict-of-interest risk .
- Execution exposure: Scope covering software, cards, payments, and international consumer businesses concentrates strategic execution risk; recent Databolt launch evidences product capability and external adoption, a potential positive for software monetization and data security positioning .