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Capital One Shuffles ESG Role After Ditching Overdraft Fees

March 10, 2022, 9:07 PM

Capital One Financial Corp.‘s general counsel, Matthew Cooper, has two additional roles—corporate secretary and head of environmental, social, and governance—as he expands his portfolio four years after taking the top legal job.

He began both new duties March 1, said Sie Soheili, a spokesman for the McLean, Va.-based bank holding company.

Cooper, a former litigator at McGuireWoods and Bradley Arant Boult Cummings, joined Capital One in 2009 after working in-house at General Electric Co. and a former insurance subsidiary now known as Genworth Financial Inc.

Capital One was the largest U.S. bank to ditch overdraft and insufficient funds fees that have come under scrutiny from politicians and regulators for disproportionately affecting lower-income customers, Bloomberg News reported in December.

Citigroup Inc. surpassed Capital One in February by becoming the largest U.S. bank to eliminate the practice.

John Finneran Jr., who joined Capital One in 1994 as its first general counsel and corporate secretary, retired and has left the bank, Soheili said.

Finneran was legal chief during a time of expansion for the company, which in 2006 acquired North Fork Bancorp in a $14.6 billion deal. He stepped down as general counsel in 2018 and transitioned his top legal duties to Cooper, a former chief counsel at the bank.

Capital One, one of the 10 largest U.S. banks when measured by assets and deposits, paid $11 million to McGuireWoods for legal services in 2020, it disclosed in its most recent proxy statement.

Cooper’s brother-in-law is a partner at the law firm but doesn’t do work for the company, according to Capital One, which noted that it’s had a longtime relationship with McGuireWoods.

Cooper didn’t respond to a request for comment.

Deputy Departure

The Capital One reshuffling of legal roles also has longtime deputy general counsel Polly Klane preparing to depart to take the top legal job at Citizens Financial Group Inc. That company announced Feb. 28 her hire as its new general counsel.

Klane, who didn’t respond to a request for comment, will officially take on that role starting April 4.

She first joined Capital One in 1999. She initially left the bank in 2007 to join Fannie Mae as a deputy general counsel for corporate and securities in Washington, where she spent two years during the height of the financial crisis.

In 2010, Klane relocated to South Korea when her husband took a job there. The former Gibson, Dunn & Crutcher associate spent five years living abroad with her family before returning to Capital One in 2014.

Klane has held a variety of legal roles at Capital One since then, having been chief counsel for several business units, including corporate governance, enterprise services, commercial bank, and intellectual property and technology. She most recently oversaw the bank’s corporate and strategic transactions team.

At Citizens, Klane succeeds Malcolm Griggs as legal chief for the regional lender, which has rapidly expanded its operations within the last year.

Griggs will remain chief risk officer at Providence, R.I.-based Citizens, which in a proxy statement filed earlier this month said he received more than $2.5 million in total compensation during 2021.

Citizens expanded last year by acquiring 80 U.S. retail branches from HSBC Holdings PLC for an undisclosed sum and paying $3.5 billion to buy Investors Bancorp Inc.

Sullivan & Cromwell advised Citizens on its purchase of Investors and counseled HSBC on the sale of its East Coast branches to the bank.

More Banking Moves

Klane is poised to take on a position that until last year was held by Stephen Gannon, another former deputy general counsel at Capital One who spent more than a half-dozen years as legal chief for Citizens.

The bank hired Gannon in mid-2014 before it raised $3 billion through an initial public offering. That listing saw the Royal Bank of Scotland exit its ownership stake in Citizens, which turned to Davis Polk & Wardwell to advise on its separation into an independent public company.

Griggs stepped into the top legal role at Citizens after Gannon left in April 2021 to become a partner and head of the banking services practice at boutique firm Murphy & McGonigle.

Gannon, who has four decades of financial services expertise, was previously general counsel for the retail brokerage group at Wachovia Securities LLC and head of the securities litigation practice at now-defunct LeClairRyan.

Switch to Citizens

As Klane prepares to join Citizens, the latter saw deputy general counsel for client advisory services Susan Steinthal be announced this week as the new chief legal officer for Austin, Texas-based financial technology company Mercury Financial LLC.

Citizens hired Steinthal in 2015 from Citigroup, where she spent almost a dozen years, most recently as general counsel for international retail banking.

Katherine Dickenson, another lawyer in the asset finance unit division at Citizens, also left the bank late last year to join Bedminster, N.J.-based Peapack Gladstone Financial Corp. as a senior managing director and assistant general counsel.

Peapack, owner of the boutique bank and wealth management firm of the same name, announced Dec. 6 that Dickenson was hired to assist its general counsel and work with its equipment leasing and finance subsidiary Peapack Capital.

Dickenson took over a role vacated by Heidi Smith, who Peapack announced Feb. 8 was promoted to general counsel and corporate secretary.

Smith was elevated to replace Peapack’s retired general counsel Todd Poland, a former corporate partner at New Jersey-based McCarter & English and McElroy, Deutsch, Mulvaney & Carpenter who had been the bank’s legal chief since 2018.

To contact the reporter on this story: Brian Baxter in New York at bbaxter@bloomberglaw.com

To contact the editors responsible for this story: Chris Opfer at copfer@bloomberglaw.com; John Hughes at jhughes@bloombergindustry.com