CAPITAL ONE FINANCIAL CORP
For the period ended May 8, 2025. Filed Mar 27, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Mar 27, 2025
Use the contents to explore the available documents and sections.
Contents
Pay versus Performance Table
| Performance Year · SummaryCompensationTable Total forPrincipal Executive Officer (PEO)(1) · CompensationActually Paidto PEO(1)(2) · Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) · Average Compensation Actually Paid to Non-PEO Named Executive Officers(1)(2) · Value of Initial Fixed $100Invested Based on: · NetIncome($M) · Common Dividends + Growth ofTangibleBook Value Per Common Share(4) | ||||||||
|---|---|---|---|---|---|---|---|---|
| TotalShareholder Return · Peer Group Total Shareholder Return(3) | ||||||||
| 2024 | $30,829,070 | $56,390,154 | $7,434,305 | $10,043,898 | $189.44 | $173.90 | $4,750 | 9.6% |
| 2023 | $28,589,573 | $56,015,379 | $7,171,356 | $9,620,815 | $137.03 | $133.20 | $4,887 | 18.7% |
| 2022 | $27,605,311 | $(758,823) | $11,374,302 | $7,425,259 | $94.95 | $118.77 | $7,360 | (11.3)% |
| 2021 | $20,457,553 | $44,692,866 | $5,404,513 | $7,652,216 | $145.28 | $132.75 | $12,390 | 15.8% |
| 2020 | $20,119,971 | $13,578,561 | $5,578,452 | $4,068,566 | $97.32 | $98.31 | $2,714 | 6.7% |
| (1) | Mr. Fairbank is represented as the principal executive officer (“PEO”) for each of the years shown. For performance year 2024, Messrs. Young, LaPrade, and Cooper are represented as the non-PEO named executive officers (“Non-PEO NEOs”). For performance year 2023, Messrs. Young, LaPrade, Yajnik, and Robert M. Alexander are represented as the Non-PEO NEOs. For performance year 2022, Messrs. Young, Neal A. Blinde, LaPrade, and Yajnik are represented as the Non-PEO NEOs. For performance year 2021, Messrs. Young, R. Scott Blackley, LaPrade, Michael J. Wassmer, and Yajnik are represented as the Non-PEO NEOs. For performance year 2020, Messrs. Blackley, LaPrade, Wassmer, and Yajnik are represented as the Non-PEO NEOs. |
| (2) | The calculation of CAP requires that we make adjustments to amounts previously reported in the Summary Compensation Table for the five years presented. The SEC’s valuation and calculation methods for CAP differ from those required in the Summary Compensation Table. The table below summarizes compensation values presented in the Summary Compensation Table and the adjusted values required to reconcile these values to the CAP presented above. The amounts shown below for Non-PEO NEOs represents an average of all Non-PEO NEOs. CAP to the PEO and Non-PEO NEOs represents Summary Compensation Table total compensation adjusted by the following amounts: |
| Summary Compensation Table Total to CAP Reconciliation(a) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Summary Compensation Table Total(b) | Change in Pension Value Deduction(c) | Less Fair Value of Equity Awards Reported in the Summary Compensation Table in the Covered Year | Plus Fair Value of Covered Year Equity Awards at Fiscal Year-End | Change in Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year-End | Change in Fair Value of Prior Years’ Equity Awards Vested in the Covered Year | Less Fair Value of Prior Year Awards Forfeited in the Covered Year(d) | Plus Fair Value of Incremental Dividends or Earnings on Stock Awards | CAP(e) | |
| PEO 2024 | $30,829,070 | $(12,143) | $(25,206,709) | $32,092,806 | $14,835,622 | $2,715,253 | $— | $1,136,255 | $56,390,154 |
| Non-PEONEOs 2024 | $7,434,305 | $— | $(3,443,874) | $4,415,292 | $1,181,753 | $346,736 | $— | $109,686 | $10,043,898 |
| CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 113 |
|---|
EXECUTIVE COMPENSATION
Section VI - Named Executive Officer Compensation
| (a) | Fair values are calculated in accordance with FASB ASC Topic 718 as of the end of the fiscal year, other than awards that vest in the covered year, which are valued as of the applicable vesting dates. There were no awards granted in each of the covered years that vested in the same year. |
| (b) | Reflects the total compensation amount reported in the Summary Compensation Table the year shown. |
| (c) | Reflects the aggregate change in pension value for all defined benefit plans. There are no service costs or prior service costs associated with pension benefits since the Cash Balance Pension Plan and the Excess Cash Balance Pension Plan are frozen. |
| (d) | Reflects awards that failed to meet vesting conditions during the covered year. |
| (e) | Reflects the actual CAP for the PEO and average CAP for the Non-PEO NEOs. |
| (3) | TSR is cumulative for the measurement periods beginning on December 31, 2019, and ending on the last fiscal day in 2024, 2023, 2022, 2021, and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the S&P Financial Index for each year disclosed in the table. |
| (4) | D+TBV is a non-GAAP metric. D+TBV is calculated as the ratio, expressed as a percentage, of (i) the Company’s tangible book value per share at the end of each year, plus total common dividends per share paid during such year, to (ii) the Company’s tangible book value per share at the beginning of each corresponding year. |
CAP versus Company TSR
As shown in the chart above, the PEO and other NEO’s CAP amounts are aligned with the Company’s TSR. This alignment is due to the Company’s executive compensation program being composed of primarily equity, with 50% of PEO and approximately 84% of all
Non-PEO
NEO’s total compensation for the 2024 performance year being comprised of equity-based compensation, similar to prior years. In addition, a portion of PEO compensation is directly linked to the Company’s TSR and vests entirely on the Company’s TSR performance relative to the Performance Share Peers over a three-year period.
CAP versus Net Income
As shown in the chart above, the Company’s net income has varied over the measurement period. While net income has increased and decreased directionally with PEO and other NEO CAP for certain years in the performance period, the changes are not proportionally correlated with CAP. This is due in large part to the large portion of PEO and other NEO compensation that is equity-based compensation as well as the significant volatility of GAAP net income that resulted from the pandemic and post-pandemic periods of economic volatility that were covered by a portion of the measurement period. In addition, while net income is one of several factors used to assess Company performance, the Company does not use net income as a primary metric to determine compensation levels or incentive plan payout.
CAP versus D+TBV
As shown in the chart above, the PEO and other NEO’s CAP amounts are aligned with the Company selected measure of D+TBV. This alignment is partially due to a large portion of PEO and other NEO compensation being comprised of Financial Performance Shares (as described on page 79). For the 2024 performance year, 54% of PEO total compensation and an average of 27% of other NEO total compensation was granted in the form of Financial Performance Shares, similar to prior years. For Financial Performance Shares taken into consideration in the calculation of CAP,
two-thirds
of the payout of each Financial Performance Share upon vesting is based on D+TBV for the years covered in the chart above.
Company TSR versus Peer Group TSR
As shown in the chart above, the TSR peer group is based on the S&P Financial Index, which reflects the Company’s industry sector. The Company’s cumulative TSR was above that of the S&P Financial Index during the period covered by the table above. The financial services industry faced challenges and volatility over the measured period including a pandemic-driven economic downturn, substantial changes in interest rates, regional bank failures and the resulting bank funding stress. Strong liquidity, the stability of Capital One’s insured deposit base, the strength of our credit performance relative to peers, and investor confidence in our results and our future buoyed our stock price and balance sheet strength.
| 114 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Section VI - Named Executive Officer Compensation
Company Selected Measures
When determining the compensation paid to our NEOs, the Committee and the Independent Directors consider the Company’s performance against four categories of quantitative and qualitative performance factors related to: financial and operating performance, governance and risk management, strategic performance, and winning with our customers and associates. See “Company Performance Assessment” beginning on page 74 for a description of the Company’s 2024 performance, based on the Company Performance Factors. In accordance with the Item 402(v) of Regulation
S-K,
the following are the financial performance measures that the Company has determined to represent the most important financial performance measures used to link CAP (for both the PEO and the
non-PEO
NEOs) for the most recent fiscal year to Company performance:
D+TBV
| ∎ | D+TBV rewards strong operational results, balanced stewardship of capital, and long-term stockholder value creation by measuring the value distributed to stockholders (common dividends per share) and the growth of company value created for common stockholders (tangible book value per common share). |
| ∎ | D+TBV is calculated as the average of the ratios, expressed as a percentage, of (i) the Company’s tangible book value per common share at the end of each year within the performance period, plus total common dividends per share paid during such year, to (ii) the Company’s tangible book value per common share at the beginning of each corresponding year within the performance period. |
Adjusted ROTCE
| ∎ | Adjusted ROTCE rewards balanced capital management and stewardship while capturing current and historical business performance and profitability as compared to the size of our stockholders’ investment in the Company. ROTCE is broadly used in banking as a key performance indicator and component in peer executive compensation programs. |
| ∎ | Adjusted ROTCE is calculated as the ratio, expressed as a percentage, of (i) the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of impairment, amortization and re-measurement of intangible assets, to (ii) the Company’s average tangible common equity. |
Net Revenue
| ∎ | Net revenue, and the growth of net revenue, reflects the Company’s ability to grow new customer relationships, deepen existing relationships, and expand into new businesses and areas of focus and market opportunity. Net revenue serves as the key driver for long-term earnings power and requires delivery of compelling products and experiences as well as a sustainable, through-cycle pricing strategy and business model. |
The Committee and the Independent Directors believe these three financial metrics provide a measure of Company performance that balances creation of stockholder value, returns generated on stockholders’ investment in the Company, and long-term financial sustainability. Each of the metrics is considered in the award and/or payout of compensation awarded to our NEOs under the executive compensation program for each of the performance years shown in the tables above.
D+TBV and Adjusted ROTCE are both earnings and profit-driven measures that have shown to be strong indicators of long-term stockholder value. These two metrics, in combination, are used to determine the amount paid to our NEOs upon the vesting of the Financial Performance Shares, which represented 54% of 2024 performance year compensation awarded to our CEO and approximately 27% of the performance year compensation awarded to our
| CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 115 |
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EXECUTIVE COMPENSATION
Section VI - Named Executive Officer Compensation
non-CEO
NEOs for the 2024 performance year. For additional information on the composition of the Financial Performance Shares see “Performance Share Awards” beginning on page 69.
Earnings and profit-driven measures, such as D+TBV and Adjusted ROTCE can be affected by the pace and level of long-term investment in areas like talent, technology, and marketing as well as short-term or cyclical factors such as credit costs. As such, the Committee and the Independent Directors believe that net revenue and the growth of net revenue are important complements to earnings-driven measures and important indicators of Capital One’s financial strength, growth trajectory, and long-term sustainability.
| 116 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |
EXECUTIVE COMPENSATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.