Thomas Maheras
Director at COF
Board
About Thomas G. Maheras
Independent, non-management director of Capital One Financial, appointed May 18, 2025 in connection with Capital One’s acquisition of Discover; serves on the Board’s Risk Committee. Managing Partner of Tegean Capital Management (since 2008); former independent Chairman of Discover (May 2020 through the acquisition) and long-time Discover director (since 2008). Prior roles include Chairman and Co‑CEO of Citi Markets and Banking; he has chaired the U.S. Treasury Borrowing Advisory Committee and served on the executive committee of SIFMA. Tenure at Capital One began in 2025, with committee assignment to Risk confirmed June 3, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discover Financial Services | Director; Independent Chairman | Director since 2008; Chairman May 2020–May 2025 | Led board during remediation and through sale to Capital One |
| Tegean Capital Management, LLC | Managing Partner | 2008–present | Investment advisory leadership |
| Iron Park Capital Management, LLC | Partner | 2019–2024 | Alternatives investing |
| Citigroup, Inc. | Chairman & Co‑CEO, Citi Markets and Banking (IB division) | Prior to 2008 | Led investment banking division |
| U.S. Treasury TBAC | Chairman | Not disclosed | Advised Treasury on borrowing strategy |
| SIFMA | Board Executive Committee Member | Not disclosed | Industry leadership and policy engagement |
External Roles
| Organization | Role | Status |
|---|---|---|
| Tegean Capital Management, LLC | Managing Partner | Current |
| Other public company boards | — | None |
Board Governance
- Committee assignments: Member, Risk Committee (appointed June 3, 2025; committee assignment disclosed in 8‑K Amendment No. 2) .
- Board expanded from 12 to 15 directors upon Discover close; Maheras, Michael Shepherd, and Jennifer Wong joined the Board (May 18, 2025) .
- Independence: Capital One committees are composed entirely of independent directors; Risk Committee oversight spans strategic, credit, market, liquidity, operational, compliance, reputational, and emerging risks, including cyber/technology risk—membership implies independence under Board practice .
- Risk Committee responsibilities include annual risk appetite/tolerance, liquidity risk oversight, and technology/cyber risk review, with regular reporting from Chief Risk Officers and information security leadership .
Fixed Compensation
Capital One’s approved 2024–2025 non‑management director compensation program (structure applicable to directors; Maheras’ individual amounts post‑appointment not yet disclosed):
| Component | Amount/Terms |
|---|---|
| Annual Board cash retainer | $100,000 |
| Lead Independent Director cash retainer | $100,000 |
| Committee Chair cash retainers | Audit/Risk: $70,000; Compensation: $45,000; Governance & Nominating: $45,000 |
| Committee Member cash retainers | Audit/Risk: $30,000; Compensation/Governance: $15,000; Bank Trust Committee: $10,000 |
| Annual RSU grant | 1,658 RSUs; grant-date fair value $235,121 ($141.81/share); vests one year; delivery deferred until service ends |
| Deferred compensation plan | Voluntary deferral of cash and (if ownership met) RSUs under NEDDCP; distributions at separation/change of control per plan terms |
Notes:
- 2024 director compensation table shows totals for sitting directors as of year‑end; Maheras joined in 2025 and is not included in 2024 disclosures .
- Directors have a stock ownership requirement equal to 5x annual cash retainer, with a 5‑year compliance window from appointment .
Performance Compensation
- No bonus, options, or performance‑metric based pay for non‑management directors disclosed; compensation is cash retainers plus time‑based RSUs with delivery deferred until service ends .
| Equity Terms | Details |
|---|---|
| RSU vesting | One year from grant; delivery deferred until end of Board service |
| Deferral elections | Cash and (subject to ownership compliance) RSUs may be deferred under NEDDCP; payouts at separation or change of control per plan |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Considerations |
|---|---|---|
| Discover Financial Services | Former Independent Chairman and director before acquisition | Now part of Capital One; board expansion integrated prior Discover directors—no competitor interlock; continuity of oversight on integration |
| Tegean Capital Management | Managing Partner | Private investment firm; no related‑party transactions with Capital One disclosed in 2025 filings |
Expertise & Qualifications
- Deep capital markets and banking expertise from leading Citi’s investment banking division; extensive governance experience as Discover’s independent chairman .
- Policy and market insight through prior roles as TBAC Chair and SIFMA executive committee member; relevant to oversight of funding, liquidity, and market risk .
- Adds integration and risk oversight continuity post‑Discover acquisition as a Risk Committee member .
Equity Ownership
- Beneficial ownership in Capital One shares for Maheras not disclosed in the 2025 proxy (he joined after the March 27, 2025 DEF 14A). All directors must meet a stock ownership guideline of 5x annual cash retainer within 5 years of appointment .
Governance Assessment
- Strengths: Independent non‑management director; seasoned risk and capital markets leader; prior independent chair experience enhances board challenge and credibility; Risk Committee placement aligns with expertise .
- Engagement/attendance: Not yet disclosed for 2025; Capital One reports robust committee activity and independent executive sessions as part of board practice .
- Conflicts/related‑party: No related‑party transactions involving Maheras disclosed to date; Capital One maintains a formal related‑person transaction policy administered by the Governance & Nominating Committee .
- Signal to investors: Adding Discover’s former independent chairman and seasoned markets executive to the Risk Committee supports integration governance, liquidity/market risk oversight, and regulatory engagement, which can bolster investor confidence in post‑acquisition execution .
CAPTIONS/CITATIONS:
- Appointment and biography: Capital One IR Maheras bio .
- Board expansion and acquisition: Capital One press release (May 18, 2025) .
- Committee assignment: Capital One 8‑K/A (June 3, 2025) .
- Risk Committee responsibilities: 2025 DEF 14A and committee descriptions .
- Director compensation program: 2025 DEF 14A Section III .
- Stock ownership requirements: 2025 DEF 14A .