CAPITAL ONE FINANCIAL CORP
For the period ended May 8, 2026. Filed Mar 25, 2026.
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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, 2026 · Filed Mar 25, 2026
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Contents
Pay versus Performance Table
| Performance Year · Summary Compensation Table Total for PrincipalExecutiveOfficer(PEO)(1) · Compensation Actually Paid to PEO(1)(2) · AverageSummary Compensation Table Totalfor Non-PEONamedExecutiveOfficers(1) · Average Compensation Actually Paidto Non-PEONamedExecutiveOfficers(1)(2) · Value of Initial Fixed $100 Invested Based on: · Net Income ($M) · Common Dividends + Growthof Tangible BookValue PerCommonShare(4) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return · Peer Group Total Shareholder Return(3) | ||||||||
| 2025 | $64,971,137 | $94,125,501 | $12,057,413 | $14,934,044 | $268.21 | $203.47 | $2,453 | 3.1% |
| 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% |
| (1) | Mr. Fairbank is represented as the principal executive officer (“PEO”) for each of the years shown. For performance year 2025, Messrs. Young, Cooper, Mouadeb, and LaPrade are represented as the non-PEO named executive officers (“Non-PEO NEOs”). For performance year 2024, Messrs. Young, LaPrade, Cooper, and Yajnik are represented as the 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. |
| (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 2025 | $64,971,137 | $(10,831) | $(58,127,029) | $71,407,266 | $15,664,126 | $(722,283) | $— | $943,115 | $94,125,501 |
| Non-PEONEOs 2025 | $12,057,413 | $— | $(7,199,981) | $8,827,418 | $1,029,963 | $148,088 | $— | $71,143 | $14,934,044 |
| 116 | CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Section VII - 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, 2020, and ending on the last fiscal day in 2025, 2024, 2023, 2022, and 2021, 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/Sh is a non-GAAP measure. D+TBV/Sh 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 83% of PEO and approximately 50% of all Non-PEO NEO’s total compensation for the 2025 performance year being comprised of equity-based compensation, similar to prior years. Including the Discover-Related Special Awards, 90% of PEO compensation and an average of 60% of all Non-PEO NEO’s total compensation was
equity-based.
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 significant portion of PEO and other NEO compensation that is equity-based, as well as the significant volatility of net income over the measurement period, including volatility resulting from (i) the pandemic and post-pandemic periods of economic change and uncertainty, and (ii) the effects of certain adjusting items associated with the Discover Transaction. 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/Sh
As shown in the chart above, the PEO and other NEOs’ CAP amounts are directionally aligned with the Company selected measure of D+TBV/Sh. 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 2025 performance year, 55% 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. Including the Discover-Related Special Awards, 32% of PEO total compensation and an average of 17% of other NEO total compensation was granted in the form of Financial Performance Shares. The Company’s D+TBV/Sh for 2025 was negatively affected by the issuance of shares as merger consideration in the Discover Transaction. 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/Sh 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
| CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT | 117 |
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EXECUTIVE COMPENSATION
Section VII - Named Executive Officer Compensation
period covered by the table above. The financial services industry faced volatility over the measured period including the post-pandemic economic uncertainty, substantial changes to interest rates, regional bank failures and the resulting bank funding stress, and general economic and regulatory uncertainty. Strong capital and liquidity, the strength of our credit performance relative to peers, and investor confidence in our results and our future buoyed our stock price and total shareholder return over the period measured in the chart.
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 2025 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/Sh
| ∎ | D+TBV/Sh 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/Sh 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. |
PSU Adjusted ROTCE
| ∎ | PSU 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. |
| ∎ | PSU 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, manage margins, 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 business model and pricing strategy. |
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, the pursuit of long-term strategy and competitive positioning, and long-term financial sustainability. Each of these metrics is considered in the award and/or payout of compensation awarded to our NEOs under the executive compensation program for each performance year shown in the tables above.
| 118 | CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Section VII - Named Executive Officer Compensation
D+TBV/Sh and PSU 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 55% of 2025 performance year compensation awarded to our CEO and approximately 27% of the performance year compensation awarded to our non-CEO NEOs for the 2025 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/Sh and PSU 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 provision or the level of interest rates. As such, the Committee and the Independent Directors believe that net revenue and the growth of net revenue are valuable complements to earnings-driven measures and important indicators of Capital One’s financial strength, growth trajectory, and long-term sustainability.
| CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT | 119 |
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EXECUTIVE COMPENSATION
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