DEF 14A 1 d340644ddef14a.htm DEF 14A DEF 14A
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SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

 

Filed by the Registrant [X]

Filed by a Party other than the Registrant [   ]

Check the appropriate box:

[   ] Preliminary Proxy Statement                     [   ] Soliciting Material Under Rule 14a-12
[   ] Confidential, For Use of the
     Commission Only (as permitted by
     Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[   ] Definitive Additional Materials

Capital One Financial Corporation

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Table of Contents

 

LOGO


Table of Contents

LOGO

Notice of Capital One Financial Corporation’s

2017 Annual Stockholder Meeting

Important Notice Regarding the Availability of Proxy Materials for

The Stockholder Meeting To Be Held On May 4, 2017

The Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com

The Annual Stockholder Meeting of Capital One Financial Corporation (“Capital One” or “Company”) will be held at Capital One’s headquarters at 1680 Capital One Drive, McLean, Virginia 22102, on May 4, 2017, at 10:00 a.m. local time.

Items of Business

As a stockholder you will be asked to:

 

  Elect ten nominated directors, who are listed in the proxy statement, as directors of Capital One;

 

  Ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditors of Capital One for 2017;

 

  Approve, on a non-binding advisory basis, Capital One’s 2016 Named Executive Officer compensation;

 

  Approve, on a non-binding advisory basis, the frequency with which Capital One will hold a stockholder vote to approve Capital One’s Named Executive Officer compensation;

 

  Approve and adopt Capital One’s Amended and Restated Associate Stock Purchase Plan; and

 

  Consider a stockholder proposal requesting stockholders’ right to act by written consent, if properly presented at the meeting.

Stockholders also will transact other business that may properly come before the meeting.

Record Date

You may vote if you held shares of Capital One common stock as of the close of business on March 13, 2017 (“Record Date”).

Proxy Voting

Your vote is important. You may vote your shares via the Internet, by telephone, by mail or in person at the Annual Stockholder Meeting. Please refer to the section “How do I vote?” in the Proxy Statement for detailed voting instructions. If you vote via the Internet, by telephone or in person at the Annual Stockholder Meeting, you do not need to mail in a proxy card.

Annual Meeting Admission

Due to space limitations, attendance is limited to stockholders and one guest each. Admission to the meeting is on a first-come, first-served basis. Registration begins at 9:00 a.m. local time. A valid government-issued picture identification and proof of stock ownership as of the Record Date must be presented to attend the meeting. If you hold Capital One stock through a broker, bank, trust or other nominee, you must bring a copy of a statement reflecting your stock ownership as of the Record Date. If you plan to attend as the proxy of a stockholder, you must present a legal proxy from your bank, broker, trust or other nominee vote. Cameras, recording devices and other electronic devices are not permitted. If you require special assistance at the meeting because of a disability, please contact the Corporate Secretary at the address below.

We look forward to seeing you at the meeting.

On behalf of the Board of Directors,

 

LOGO

John G. Finneran, Jr.

Corporate Secretary

Capital One Financial Corporation

1680 Capital One Drive

McLean, VA 22102

March 21, 2017

 


Table of Contents

Table of Contents

 

 

Section I – About This Proxy Statement

     1  

Section II – Corporate Governance at Capital One

     6  

Overview of Corporate Governance at Capital One

     6  

Our Board Of Directors

     9  

Director Nominees

     13  

Board Leadership Structure

     19  

Key Board Governance Practices

     20  

Board Committees

     24  

Executive Officers

     28  

Related Person Transactions

     31  

Stockholder Engagement Program

     31  

How To Contact Us

     33  

Section III – Security Ownership

     34  

Security Ownership of Certain Beneficial Owners

     34  

Security Ownership of Directors and Named Executive Officers

     34  

Section 16(a) Beneficial Ownership Reporting Compliance

     36  

Section IV – Director Compensation

     37  

Director Compensation Objectives

     37  

Director Compensation Procedures

     37  

Director Compensation Structure

     37  

Other Benefits

     37  

Stock Ownership Requirements

     38  

Compensation of Directors

     38  

Section V – Compensation Discussion and Analysis

     40  

Introduction

     41  

Our Compensation Objectives

     41  

Our Compensation Governance Cycle

     42  

Important Aspects of Our Executive Compensation Programs

     43  

Consideration of 2016 Say on Pay Vote and Stockholder Engagement

     44  

Chief Executive Officer Compensation

     45  

NEO Compensation

     54  

Additional Performance Conditions and Recovery Provisions

     60  

Criteria and Process for Compensation Decisions

     62  

Other Compensation Arrangements

     64  

Other Aspects of Executive Compensation

     65  

Section VI – Named Executive Officer Compensation

     68  

2016 Summary Compensation Table

     69  

2016 Grants of Plan-Based Awards

     70  

2016 Grants of Plan-Based Awards Table

     72  

2016 Option Exercises and Stock Vested Table

     73  

2016 Outstanding Equity Awards at Fiscal Year-End Table

     74  

Pension Benefits

     77  

2016 Pension Benefits Table

     78  

Capital One’s Voluntary Non-Qualified Deferred Compensation Programs

     78  

2016 Non-Qualified Deferred Compensation Table

     79  

Potential Payments Upon Termination or Change of Control

     80  

2016 Potential Payments and Benefits Upon Termination or Change of Control Table

     84  

 

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TABLE OF CONTENTS

 

 

Section VII – Equity Compensation Plans

     86  

Equity Compensation Plan Information

     86  

1999 Directors Plan

     86  

Section VIII – Compensation Committee Report

     88  

Section IX – Audit Committee Report

     89  

Section X – Election of Directors (Item 1 on Proxy Card)

     90  
Section XI – Ratification of Selection of Independent Auditors (Item 2 on Proxy Card)      91  
Section XII – Advisory Approval of Capital One’s 2016 Named Executive Officer Compensation (Item 3 on Proxy Card)      93  
Section XIII – Advisory Vote on Frequency of Holding an Advisory Vote to Approve Named Executive Officer Compensation (Item 4 on Proxy Card)      94  
Section XIV – Approval and Adoption of Capital One’s Amended and Restated Associate Stock Purchase Plan (Item 5 on Proxy Card)      95  
Section XV – Stockholder Proposal Requesting Stockholders’ Right to Act by Written Consent (Item 6 on Proxy Card)      97  

Section XVI – Other Business

     99  

Other Business

     99  

Annual Report to Stockholders

     99  

Stockholder Proposals for 2018 Annual Stockholder Meeting

     99  
Appendix A – Amended and Restated Capital One Financial Corporation 2002 Associate Stock Purchase Plan      100  

 

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Section I – About This Proxy Statement

 

 

  MEETING INFORMATION  

  Date:

   Thursday, May 4, 2017

  Time:

   10:00 a.m. local time

  Location:

   1680 Capital One Drive, McLean, Virginia, 22102

 

  HOW TO VOTE  

 

 

Your vote is important. You may vote your shares via the Internet, by telephone, by mail or in person at the Annual Meeting. Please refer to the section “How do I vote?” in the questions below for detailed voting instructions. If you vote via the Internet, by telephone or in person at the Annual Meeting, you do not need to mail in a proxy card.

 

INTERNET

 

TELEPHONE

OR CELLPHONE

  MAIL   IN PERSON
LOGO   LOGO   LOGO   LOGO

Visit www.proxyvote.com

You will need the 16-digit number in your notice, proxy card or voting instruction form.

  Dial toll-free (1-800-690-6903) or the telephone number on your voting instruction form. You will need the 16-digit number in your notice, proxy card or voting instruction form.   If you received a paper copy of your proxy materials, send your completed and signed proxy card or voting instruction form using the enclosed postage-paid envelope.   By following the instructions below under “Can I attend the Annual Meeting?” on page 2 and requesting a ballot when you arrive.

 

Why did I receive a Notice Regarding the Internet Availability of Proxy Materials?

Pursuant to rules of the Securities and Exchange Commission (“SEC”), we are furnishing the proxy materials to our stockholders via the Internet instead of mailing printed copies. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials and reduce the environmental impact of Capital One’s 2017 Annual Stockholder Meeting (“Annual Meeting”). Accordingly, on March 21, 2017, we first sent to our stockholders a Notice Regarding the Internet Availability of Proxy Materials (“Notice”). If you received a Notice, you will not receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how to access the proxy materials for the Annual Meeting via the Internet, how to request a printed set of proxy materials and how to vote your shares.

What is the purpose of the proxy materials?

The Board of Directors of Capital One (“Board of Directors” or “Board”) is providing you these materials in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting. All stockholders who held shares of Capital One common stock as of the close of business on March 13, 2017 (“Record Date”)

are entitled to attend the Annual Meeting and to vote on the items of business outlined in this proxy statement. If you choose not to attend the Annual Meeting in person, you may vote your shares via the Internet, by telephone or by mail.

How do I access the proxy materials?

The Notice provides instructions regarding how to view our proxy materials for the Annual Meeting online. As explained in greater detail in the Notice, to view the proxy materials and to vote, you will need to visit www.proxyvote.com and have available your 16-digit control number(s) contained on your Notice.

How do I request paper copies of the proxy materials?

You may request paper copies of the 2017 proxy materials by following the instructions at www.proxyvote.com, by calling 1-800-579-1639 or by sending an e-mail to sendmaterial@proxyvote.com.

What is the difference between a record holder and a holder of shares in street name?

You are a record holder if you hold shares of Capital One common stock directly in your name through Capital One’s transfer agent, Computershare Trust Company, N.A. (“Computershare”).

 

 

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SECTION I – ABOUT THIS PROXY STATEMENT

 

 

If you hold shares of Capital One common stock through a broker, bank, trust or other nominee, then you are a holder of shares in street name. As a result, you must instruct the broker, bank, trust or other nominee about how to vote your shares. Under the rules of the New York Stock Exchange (“NYSE”), if you do not provide such instructions, the firm that holds your shares will have discretionary authority to vote your shares only with respect to “routine” matters, as described below.

Can I attend the Annual Meeting?

If you held shares of Capital One common stock as of the Record Date, you may attend the Annual Meeting. Because seating is limited, only you and a guest may attend the meeting. Admission to the meeting is on a first-come, first-served basis. Registration begins at 9:00 a.m. You must present a valid government-issued picture identification and proof of Capital One stock ownership as of the Record Date. If you hold Capital One stock in street name, you must also bring a copy of a brokerage statement reflecting your stock ownership as of the Record Date. If you plan to attend as the proxy of a stockholder, you must present a legal proxy (described below). Cameras, recording devices and other electronic devices are not permitted. If you require special assistance at the meeting because of a disability, please contact the Corporate Secretary at Capital One’s address in the Notice.

Am I entitled to vote?

You are entitled to vote if you were the record holder of shares of Capital One common stock as of the Record Date. All stockholders of record are entitled to one vote per share of common stock held for each matter submitted for a vote at the meeting.

If you hold your shares of Capital One common stock in street name, you may instruct your broker regarding voting your shares using the same methods described below under “How do I vote?”

How many votes can be cast by all stockholders?

A total of 482,707,391 votes, consisting of one vote for each share of Capital One common stock issued and outstanding on the Record Date.

How do I vote?

In Person

If you are a record holder of shares of Capital One common stock, you may vote in person at the Annual

Meeting. A record holder must present a valid government-issued picture identification. If you are representing an entity that is a shareholder, you must provide evidence of your authority to represent that entity at the Annual Meeting. Stockholders of record also may be represented by another person at the Annual Meeting by executing a legal proxy designating that person as the proxy holder. Each stockholder may appoint only one proxy holder or representative to attend the Annual Meeting on his or her behalf. See “Can I attend the Annual Meeting?” above for more information regarding attending the Annual Meeting.

If you hold your shares of Capital One common stock in street name, you must bring a valid government-issued picture identification and a copy of a statement reflecting your stock ownership as of the Record Date to attend the meeting. You must also obtain a legal proxy from your broker, bank, trust or other nominee and present it to the inspector of elections with your ballot to be able to vote at the Annual Meeting. To request a legal proxy, please follow the instructions at www.proxyvote.com.

By Internet

You may vote via the Internet by going to www.proxyvote.com and following the instructions on the screen. Have your Notice, proxy card (for record holders) or voting instruction form (for holders of shares in street name) available when you access the web page.

By Telephone

You may vote by telephone by calling the toll-free telephone number on the proxy card (1-800-690-6903), which is available 24 hours a day, and following the prerecorded instructions. Have your Notice or proxy card available when you call. If you hold your shares in street name, your broker, bank, trustee or other nominee may provide additional instructions to you regarding voting your shares by telephone.

By Mail

If you received your proxy materials by mail, you may vote by mail by completing the enclosed proxy card, dating and signing it and returning it in the postage-paid envelope provided or returning it to Broadridge Financial Solutions, Inc. (“Broadridge”), Vote Processing, 51 Mercedes Way, Edgewood, NY 11717. If you hold your shares in street name, follow the voting instructions you receive from your broker, bank, trustee or other nominee.

 

 

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SECTION I – ABOUT THIS PROXY STATEMENT

 

 

Time for Voting Your Shares By Internet, By Telephone or By Mail

You may vote via the Internet or by telephone until 11:59 p.m. Eastern Daylight Time on May 3, 2017. If you vote by mail, your proxy card must be received by May 3, 2017. If you participate in the Capital One Associate Savings Plan, see “How do I vote my 401(k) shares?” below for more information.

What if I hold my shares in street name and I do not provide my broker, bank, trustee or other nominee with instructions about how to vote my shares?

You may instruct your broker, bank, trustee or other nominee on how to vote your shares using the methods described above. If you do not vote via the Internet or by telephone and do not return your voting instructions to the firm that holds your shares prior to the Annual Meeting, the firm has discretion to vote your shares only with respect to Item 2 (ratification of selection of independent auditors), which is considered a “routine” matter under NYSE rules. Items 1 (election of members of the Board of Directors), 3 (advisory approval of 2016 Named Executive Officer compensation), 4 (advisory vote on frequency of holding an advisory vote to approve Named Executive Officer compensation), 5 (approval and adoption of amended and restated Associate Stock Purchase Plan) and 6 (stockholder proposal requesting stockholders’ right to act by written consent) are not considered “routine” matters, and the firm that holds your shares will not have discretionary authority to vote your shares for these Items if you do not provide instructions using one of the methods described above. Therefore, you are encouraged to return your voting instructions so that your shares are voted for non-routine matters at the Annual Meeting. If you hold shares in several accounts, you must provide voting instructions for each account to authorize all of your shares to be voted.

How do I vote my 401(k) shares?

If you participate in the Capital One Associate Savings Plan, you may vote the number of shares equivalent to your interest in the Capital One Pooled Stock Fund as credited to your account on the Record Date. You will receive instructions on how to vote your shares via e-mail from Broadridge. The trustee of the Associate Savings Plan will vote your shares in accordance with your duly executed instructions if they are received by 11:59 p.m. Eastern Daylight Time on May 1, 2017. If you do not send instructions, the trustee will not vote the share equivalents credited to your account.

Can I revoke my proxy or change my vote?

Yes, you may revoke any proxy that you previously granted or change your vote by:

 

  submitting another timely vote via the Internet, by telephone or by mailing a new proxy card or voting instruction form;
  attending the Annual Meeting and voting in person, as indicated above under “How do I vote?”; or
  if you are a record holder, giving written notice of revocation to the Corporate Secretary, Capital One Financial Corporation, 1680 Capital One Drive, McLean, VA 22102.

Your new vote or revocation must be submitted in accordance with the timeframes above under “Time for Voting Your Shares By Internet, By Telephone or By Mail.”

What constitutes a quorum?

A quorum of stockholders is necessary to transact business at the Annual Meeting. A quorum exists if the holders of a majority of the voting power of Capital One’s outstanding shares entitled to vote generally in the election of directors are present in person or represented by proxy. Abstentions and broker non-votes will be counted in determining if there is a quorum, but neither will be counted as votes cast.

What is a broker non-vote?

Under NYSE rules, if you hold your shares in street name and you do not submit voting instructions to the firm that holds your shares, the firm has discretionary authority to vote your shares only with respect to “routine” matters. For non-routine matters, which include the election of directors and Items 3, 4, 5 and 6, if you do not submit voting instructions, the firm that holds your shares will not have discretion to vote your shares. This is called a “broker non-vote.”

Who will count the vote?

Votes will be tabulated by Broadridge. The Board of Directors has appointed a representative of American Election Services, LLC to serve as the Inspector of Elections.

Will a list of stockholders be made available?

Capital One will make a list of stockholders available at the Annual Meeting and, for ten days prior to the meeting, at our offices at 1680 Capital One Drive in McLean, Virginia. Please contact Capital One’s Corporate Secretary at (703) 720-1000 if you wish to inspect the list of stockholders prior to the Annual Meeting.

 

 

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SECTION I – ABOUT THIS PROXY STATEMENT

 

 

How much did the solicitation cost?

Capital One will pay the costs of the solicitation. We have retained Morrow & Co., LLC to assist us in the solicitation of proxies for an aggregate fee of $12,500, plus reasonable out-of-pocket expenses. In addition to Capital One soliciting proxies via the Internet, by telephone and by mail, our directors, officers and employees may solicit proxies on our behalf, without additional compensation.

What is “householding?”

Under SEC rules, a single package of Notices may be sent to any household at which two or more stockholders reside if they appear to be members of the same family unless contrary instructions have been received. Each stockholder continues to receive a separate Notice within the package. This procedure, referred to as “householding,” reduces the volume of duplicate materials stockholders receive and reduces mailing expenses. Stockholders may revoke their

consent to future householding mailings or enroll in householding by contacting Broadridge toll free at 1-866-540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Capital One will deliver promptly, upon written or oral request, a separate copy of the proxy materials to any stockholder at a shared address to which a single copy was delivered. Stockholders who wish to receive a separate set of proxy materials now should contact Broadridge at the same phone number or mailing address.

What vote is necessary to approve each item and what are the Board’s recommendations?

All stockholders of record are entitled to one vote per share of common stock held for each nominee for director and for each other matter presented for a vote at the meeting. The following table sets forth the voting requirements for each proposal being voted at the meeting and the Board’s recommendations.

 

 

Item        Matter to be Voted On               Board
Recommendation
       Voting Requirement
1.      Election of ten candidates for director:
Richard D. Fairbank, Ann Fritz Hackett,
Lewis Hay, III, Benjamin P. Jenkins, III,
Peter Thomas Killalea, Pierre E. Leroy,
Peter E. Raskind, Mayo A. Shattuck III, Bradford H. Warner and Catherine G. West
    FOR      Each candidate will be elected as a director of Capital One if a majority of the votes cast in his or her election is voted in favor of such election. Capital One also maintains a “resignation” policy, which requires that any director who fails to receive a majority of votes cast in favor of his or her election tender a resignation for the Board of Directors’ consideration. Cumulative voting for the election of directors is not permitted. For more information regarding Capital One’s director nomination process see page 11.
2.      Ratification of the Audit Committee’s selection of Ernst & Young LLP as independent auditors of the Company for 2017     FOR      This item will be approved if a majority of the votes cast on the proposal are voted in favor of the proposal.
3.      Advisory approval of Capital One’s 2016 Named Executive Officer compensation     FOR      This item will be approved if a majority of the votes cast on the proposal are voted in favor of the proposal.
4.      Advisory vote to determine the frequency
with which Capital One will hold a stockholder vote to approve its Named Executive Officer compensation
    EVERY YEAR      This item will be determined based on which option (every year, every two years, or every three years) receives a majority of the votes cast.
5.      Approval and adoption of Capital One’s Amended and Restated Associate Stock Purchase Plan     FOR      This item will be approved if a majority of the votes cast on the proposal are voted in favor of the proposal.
6.      Stockholder proposal requesting stockholders’ right to act by written consent     AGAINST      This item will be approved if a majority of votes cast on the proposal are voted in favor of the proposal.

 

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SECTION I – ABOUT THIS PROXY STATEMENT

 

 

As described under “What if I hold my shares in street name and I do not provide my broker, bank, trustee or other nominee with instructions about how to vote my shares?” on page 3, under NYSE rules, if you hold your shares in street name and you do not submit voting instructions to the broker, bank, trust or other nominee that holds your shares, the firm will only have discretionary authority to vote your shares with respect to Item 2. If you do not submit voting instructions, the firm that holds your shares will not have discretion to vote your shares with respect to Items 1, 3, 4, 5 and 6. Abstentions and broker non-votes are not considered “votes cast” and thus do not have an effect on the outcome of the vote as to Items 1, 2, 3, 4, 5 and 6.

You should carefully read the descriptions of each proposal. The Board of Directors is not aware of any other matter that will be presented at the Annual Meeting. If any other matter is properly presented at the Annual Meeting, the persons named on the accompanying proxy card will, absent stockholder instructions to the contrary, vote such proxy at their discretion.

 

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Section II – Corporate Governance at Capital One

 

 

  Overview of Corporate Governance at Capital One

 

Board of Directors

   Nine of our ten director nominees are independent

 

   CEO and founder is the only member of management who serves as a director

 

   Active and empowered Lead Independent Director is elected annually by independent directors

 

   Active and empowered Committee Chairs, all of whom are independent

 

   Board consists of a mix of newer directors with fresh perspectives and directors who have a longer horizon of experience with the Company through various business cycles

 

   Directors reflect a variety of experiences and skills that match the Company’s complexity and strategic direction and give the Board the collective capability to provide appropriate oversight of the Company’s activities

 

 

Stockholder Engagement

   Regular outreach and engagement with governance representatives of large stockholders at least two times per year

 

   Feedback from investors regularly shared with our Board and its committees to ensure that our Board has insight on investor views

 

   Board and Governance and Nominating Committee receive extensive briefings and benchmarking reports on corporate governance practices and emerging corporate governance issues

 

Board Governance Best Practices

   Frequent executive sessions of non-management directors

 

   All directors attended at least 97% of Board and committee meetings during the year

 

   Annual self-assessments of the Board and each of its committees

 

   Annual evaluations of directors and Lead Independent Director

 

   Regular discussions regarding Board recruiting, succession and refreshment as well as director skills and qualifications in connection with the Company’s long-term strategic objectives

 

   Active risk oversight by the Board and committees

 

   Oversight of the Company’s political activities and contributions conducted by the Governance and Nominating Committee

 

   Direct access by Board to key members of management at discretion of independent directors; executive sessions regularly include separate meetings with Chief Financial Officer, Head of Finance and Corporate Development, General Counsel, Chief Risk Officer, Chief Auditor, Chief Credit Review Officer and Chief Compliance Officer

 

   Annual CEO evaluation process led by our Lead Independent Director

 

   Regular talent and succession planning discussions regarding the CEO and other key executives

 

Alignment with Stockholders

   Annual elections of directors

 

   Majority voting with resignation policy for directors in uncontested elections

 

   Stockholders holding at least 25% of outstanding common stock may call a special meeting

 

   Proxy access

 

   No super majority vote provisions for future amendments to Bylaws and Certificate of Incorporation or removing a director from office

 

   No “poison pill”

 

 

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SECTION II – CORPORATE GOVERNANCE AT CAPITAL ONE

 

 

Information About Our Director Nominees

 

  Name       Age       Occupation       Independent      

Other Public

Boards

Richard D. Fairbank

    66     Chair, CEO and President, Capital One Financial Corporation     No     0

Ann Fritz Hackett

    63     Partner and Co-Founder, Personal Pathways, LLC         1

Lewis Hay, III

    61     Former Chairman, Chief Executive Officer and President, NextEra Energy, Inc.         2

Benjamin P. Jenkins, III

    72     Former Senior Advisor, Managing Director and Vice Chairman for Retail Banking, Morgan Stanley & Co.         0

Peter Thomas Killalea

    49     Owner and President, Aoinle, LLC         0

Pierre E. Leroy

    68     Managing Partner, Aspiture, LLC         0

Peter E. Raskind

    60     Owner, JMB Consulting, LLC         0

Mayo A. Shattuck III

    62     Chairman, Exelon Corporation         3

Bradford H. Warner

    65     Former President of Premier and Small Business Banking, Bank of America Corporation         0

Catherine G. West

    57     Former Special Advisor, Promontory Financial Group         0

Board Meetings and Attendance

 Each director attended at least 97% of the aggregate number of the meetings of the Board of Directors and the committees occurring during the year while they were members

 The Board of Directors held eighteen meetings in 2016

 All 11 members of the Board at the time of Capital One’s 2016 Annual Meeting attended such meeting and Capital One expects all of its continuing directors to attend the Annual Meeting

A Word of Appreciation

We would like to offer a word of thanks to director Patrick W. Gross, who will retire from our Board of Directors effective May 4, 2017 in accordance with our Corporate Governance Guidelines. Mr. Gross has been a director of Capital One since 1995, guiding Capital One into becoming one of the largest financial institutions in the nation. We thank Mr. Gross for his many valuable contributions to Capital One, and we wish him well in his future endeavors.

 

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SECTION II – CORPORATE GOVERNANCE AT CAPITAL ONE

 

 

Information About Our Current Board Committee Membership and 2016 Committee Meetings

 

    Director        Audit       

Governance &

Nominating

       Compensation        Risk
   

Richard D. Fairbank

                           
   

Patrick W. Gross

            LOGO      LOGO      LOGO
   

Ann Fritz Hackett

            LOGO      LOGO      LOGO
   

Lewis Hay, III

            LOGO      LOGO      LOGO
   

Benjamin P. Jenkins, III

     LOGO             LOGO      LOGO
   

Peter Thomas Killalea

                   LOGO      LOGO
   

Pierre E. Leroy

     LOGO             LOGO      LOGO
   

Peter E. Raskind

     LOGO                    LOGO
   

Mayo A. Shattuck III

            LOGO      LOGO      LOGO
   

Bradford H. Warner

     LOGO                    LOGO
   

Catherine G. West

     LOGO                    LOGO
   

# TOTAL MEETINGS HELD IN 2016

     13      6      7      8

LOGO Chair     LOGO Member

Information About Our Corporate Governance Policies and Principles

Capital One is dedicated to strong and effective corporate governance that creates an appropriate framework for the Board to provide ongoing oversight of the Company’s activities, and for management to operate in an ethical environment that fosters strong risk management.

The Board of Directors has adopted Corporate Governance Guidelines to formalize the Board’s governance practices and to provide its view of effective governance. Our Corporate Governance Guidelines embody many of our long-standing practices, policies and procedures, which collectively form a corporate governance framework that promotes the long-term interests of our stockholders, ensures responsible decision-making and accountability, and fosters a culture that allows our Board and management to pursue Capital One’s strategic objectives. The Board reviews and periodically updates these principles and practices as legal, regulatory, and best practice developments evolve.

The Board has also adopted Capital One’s Code of Business Conduct and Ethics (“Code of Conduct”), which applies to Capital One’s directors and associates, including Capital One’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and other persons performing similar functions. The Code of Conduct reflects Capital One’s commitment to honesty, fair dealing and integrity and guides the ethical actions and working relationships of Capital One’s directors, officers and associates in their interactions with investors, current and potential customers, fellow associates, competitors, governmental entities, the media and other third parties with whom Capital One has contact.

The Board of Directors believes that these policies, principles and practices are vital to the future success and growth of Capital One and create a foundation for the effective functioning of the Board of Directors, its committees and Capital One as a whole. They are also critical to preserving the trust of our stakeholders, including stockholders, associates, customers, suppliers, governmental entities and the general public.

 

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We encourage you to visit the Corporate Governance section of our website at www.capitalone.com under “About Us/Investors” where you can find our:

 

   Corporate Governance Guidelines

   Code of Business Conduct and Ethics

   Committee Charters

   Certificate of Incorporation and Bylaws

 

  Our Board of Directors

Our Board of Directors, acting through the Governance and Nominating Committee, seeks a Board that, as a whole, possesses the mix of experiences, skills, expertise and qualifications appropriate to support the success of the Company and that functions effectively in light of the Company’s current and evolving business circumstances. The Board believes that the collective combination of backgrounds, skills and experiences of its members has produced a Board that is well-equipped to exercise oversight responsibilities for Capital One’s stockholders and other stakeholders and to help guide the Company to achieve its long-term strategic objectives.

 

All of our director nominees have:

 

  Demonstrated business acumen

 

  The ability to exercise sound judgment

 

  A high degree of engagement

 

  A commitment of service to Capital One, the Board of Directors and the long-term interests of stockholders

 

  A reputation for integrity, honesty, professionalism, and adherence to high ethical standards

In addition, our director nominees have specific experiences that, in the aggregate, meet an articulated set of director skills established by the Governance and Nominating Committee that align with the Company’s long-term strategy and operational objectives, including:

 

    Strategy    

  Experience setting a long-term corporate vision or direction, developing desirable products and customer segments, assessing geographies in which to operate, and evaluating competitive positioning

  Digital/Technology    

  Leadership and understanding of technology, digital platforms and new media, cybersecurity risk, and data analytics

    Retail/Commercial Banking    

  Retail and/or commercial banking industry experience at an executive level

  Risk Management/Compliance    

  Significant understanding with respect to the identification, assessment and oversight of risk management programs and practices

    Senior Executive Management    

  Experience as a chief executive officer or other senior executive at a public company

  Public Accounting/Financial Reporting    

  Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements

    Financial Services    

  Leadership experience as an executive or board member in the financial services industry

  Compensation/Human Resources    

  Understanding of the issues involved with executive compensation, succession planning, human resource management, and talent management and development

    Public Company Board Service    

  Experience serving as a director on a large public company board

 

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Our Board has significant experience in strategy development, risk management and the financial services industry through executive leadership positions, consulting engagements, and/or extended service on Capital One’s Board of Directors and its committees.

Eight of our director nominees have significant understanding of technology platforms and systems and their associated risks, six of our director nominees have held senior executive responsibilities at large banks, and five of our director nominees serve or have served as chief executive officers. In addition, our director nominees have public company board experience and broad financial expertise, including experience with financial statements and the financial reporting required of large public companies.

The Board of Directors is composed of directors with a variety of tenures, reflecting a diversity of perspectives that creates an effective balance between directors who have longer experience with Capital One’s operations, history and business cycles and directors who bring fresh perspectives. Accordingly, we believe our director nominees collectively possess the appropriate combination of skills and qualifications, independence, knowledge of Capital One and its industry, and business acumen that enables it to operate as an engaged and effective Board.

Criteria for Director Candidates

The Governance and Nominating Committee and the Board of Directors consider each nominee in the context of the Board as a whole, with the objective of assembling a Board that meets the criteria set forth below and, through its collective skills and experience, promotes the success of Capital One’s business. The Governance and Nominating Committee and the Board regularly review the Board’s membership in light of Capital One’s business model and strategic objectives and consider whether the Board as a whole continues to possess the skills and experience necessary to oversee the Company in achieving these goals, and may seek additional directors from time to time as a result of its considerations.

All director candidates, including incumbent directors and those recommended by stockholders, are evaluated based upon the following criteria:

 

Experience
 

  Diversity of experience

 

  Strong educational background

 

  Substantial tenure and breadth of experience in leadership capacities

 

  Business and financial acumen

 

  Background relevant to Capital One’s business strategy

 

  Understanding of the intricacies of a public company

 

  Experience in risk management

Personal Characteristics

  Reputation for high personal and professional ethics, integrity and honesty, good character and judgment

 

  The ability to be an independent thinker

 

  Diversity along a variety of dimensions, including the candidate’s professional and personal experience, background, perspective and viewpoint, as well as the candidate’s gender, race, and ethnicity

 

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Commitment to the Company

   A willingness to commit the time and energy necessary to satisfy the requirements of board and committee membership, including the ability to attend and participate in all or almost all of the board meetings and committee meetings in which they are a member and the annual meeting of stockholders

 

   A willingness to rigorously prepare prior to each meeting and actively participate in the meeting

 

   A willingness to make himself or herself available to management upon request to provide advice and counsel

 

   Possess, or be willing to develop, a broad knowledge of both critical issues affecting the Company and a director’s roles and responsibilities

 

   A willingness to comply with Capital One’s Director Stock Ownership Requirements, Corporate Governance Guidelines and Code of Conduct

Capital One’s Corporate Governance Guidelines provide that a non-management director shall not be eligible for election to the Board upon reaching the age of 72. The Board may waive this requirement if it deems that it is in the best interests of the Company and its stockholders. For details of a waiver of this requirement for Mr. Jenkins, see “Election of Directors” on page 90.

How We Select Our Director Nominees

The Governance and Nominating Committee considers and makes recommendations to the Board of Directors regarding re-nominations of current directors for election at our Annual Meeting. For incumbent directors, the committee considers the criteria described above under “Criteria for Director Candidates,” as well as:

 

  The value derived from each nominee’s skills, qualifications, experience and ability to impact our long-term strategic objectives;

 

  Feedback on performance from fellow Board members and annual director evaluations;

 

  Attendance, preparation for, and participation in meetings;

 

  Independence and any actual or perceived conflicts of interest; and

 

  Willingness to serve for an additional term.

Although we do not have a specific policy on diversity of the Board, our Corporate Governance Guidelines provide that director candidates should have diversity along a variety of dimensions, including each candidate’s professional and personal experience, background and perspective. The Governance and Nominating Committee considers the diversity of directors in the context of the Board’s overall needs. The Committee evaluates diversity in a broad sense, including the breadth of diverse backgrounds, skills, and experiences that directors may bring to our Board as well as recognizing the benefits of gender, race, ethnic, and other demographic diversity. We believe the composition of our Board reflects diversity in all of these dimensions.

The Governance and Nominating Committee also considers and makes recommendations to the Board of Directors concerning nominees to create or fill open positions within the Board. Director candidates, other than current directors, may be interviewed by the Chair of the Governance and Nominating Committee, other directors, the CEO and/or other members of senior management. In making its recommendation to the Board of Directors, the Committee considers the criteria described above, as well as the results of interviews and any background checks the Committee deems appropriate. In 2016, Capital One continued its engagement with Spencer Stuart, a third-party director search firm, to identify and evaluate potential director candidates.

Stockholders may propose nominees for consideration by the Governance and Nominating Committee by submitting the names and other relevant information as required by Capital One’s Amended and Restated Bylaws (“Bylaws”) and further described in Capital One’s Corporate Governance Guidelines, to the Corporate Secretary at Capital One’s address set forth in the Notice. Capital One’s Corporate Governance Guidelines require the Corporate Secretary to deliver a copy of the submitted information to the Chair of the Governance and Nominating Committee. The Governance and Nominating Committee will consider potential nominees proposed by stockholders on the same basis as it considers other potential nominees.

 

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In addition, an eligible stockholder or group of stockholders may use Capital One’s “proxy access” bylaws to include stockholder-nominated director candidates in the Company’s proxy materials for annual meetings of stockholders. Capital One’s Bylaws permit up to 20 stockholders owning 3% or more of the Company’s outstanding common shares of voting stock continuously for at least three years to nominate and include in the Company’s proxy materials director candidates constituting up to two (2) individuals or 20% of the Board (whichever is greater) provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.

Director Independence

With the exception of our CEO, who is the Company’s founder, the Board has affirmatively determined that all of the other members of our Board are independent under Capital One’s Director Independence Standards, which have been adopted by the Board of Directors as part of Capital One’s Corporate Governance Guidelines. The Board of Directors has reached this conclusion based on a thorough assessment of whether each of its non-management members is “independent” under these standards. These standards reflect, among other things, the director independence requirements set forth in the listing standards of the NYSE and other applicable legal and regulatory rules, and describe certain relationships that the Board has determined to be immaterial for purposes of determining director independence. The Board of Directors has determined that each of Mr. Gross, Ms. Hackett, Mr. Hay, Mr. Jenkins, Mr. Killalea, Mr. Leroy, Mr. Raskind, Mr. Shattuck, Mr. Warner and Ms. West is independent under these standards.

 

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  Director Nominees

 

LOGO

 

Richard D. Fairbank

Chair, Chief Executive Officer and President, Capital One Financial Corporation

 

Director Since:  1994

Age:  66

 

  

Capital One Committees:

 

    None

 

Capital One Companies:

 

    Capital One Bank (USA), National Association (Chair)

    Capital One, National Association (Chair)

 

Additional Public Directorships (current):

 

    None

 

Mr. Fairbank is founder, Chair, Chief Executive Officer and President of Capital One Financial Corporation. Mr. Fairbank has been Chair of Capital One since February 1995. Mr. Fairbank was appointed and served as the Fifth Federal Reserve District’s representative on the Federal Advisory Council from January 2010 until December 2012. As a member of the Council, he conferred periodically with the Board of Governors of the Federal Reserve System on business conditions and issues related to the banking industry. Mr. Fairbank also served on MasterCard International’s Global Board of Directors from February 2004 until May 2006 and, prior to that, as Chairman of MasterCard’s U.S. Region Board.

 

Skills and Qualifications:

 

Mr. Fairbank’s experience in leading the business as founder and Chief Executive Officer of Capital One, his responsibilities for the strategic direction and management of Capital One’s day-to-day operations and his former roles with the Federal Advisory Council and MasterCard International bring broad industry and specific institutional knowledge and experience to the Board of Directors.

 

 

 

 

LOGO

 

Ann Fritz Hackett

Partner and Co-Founder, Personal Pathways, LLC

Lead Independent Director

 

Director Since:  2004

Age:  63

  

Capital One Committees:

 

    Compensation Committee

    Governance and Nominating Committee (Chair)

    Risk Committee

 

Capital One Companies:

 

    Capital One, National Association

 

Additional Public Directorships (current):

 

    Fortune Brands Home & Security, Inc.

 

Ms. Hackett is a partner and co-founder of Personal Pathways, LLC. The company’s flagship product is a web-based enterprise collaboration insights platform. Prior to her role at Personal Pathways, Ms. Hackett had been President of Horizon Consulting Group, LLC since she founded the company in 1996. Horizon Consulting Group provides strategic, organizational and human resources advice to clients worldwide. She has worked with boards of directors, chief executive officers and senior executives to identify strategic opportunities and execute solutions during periods of business and financial challenges and transformation. Prior to Horizon Consulting, Ms. Hackett was Vice President and Partner of a leading national strategy consulting firm where she served on the Management Committee and, among other strategy consulting assignments, led Human Resources and developed her expertise in managing cultural change, creating performance management processes and a performance-based culture, nurturing leadership talent and planning for executive succession. Ms. Hackett is also a member of the Tapestry Networks’ Lead Director Network, a select group of lead directors who collaborate on matters regarding board leadership. She also served as a director of Beam, Inc. (formerly Fortune Brands, Inc.) from December 2007 until April 2014.

 

Skills and Qualifications:

 

Ms. Hackett has experience in strategy, technology development, leading change initiatives, talent management and succession planning and in creating performance management processes and performance-based compensation programs. She also has experience in corporate governance and risk matters as a result of her participation with public company boards of directors and related governance committees, non-profit boards and consulting engagements. This combination of skills provides the Board of Directors with valuable insight on these and other matters.

 

 

 

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LOGO

 

Lewis Hay, III

Former Chairman, Chief Executive Officer and President, NextEra Energy, Inc.

 

Director Since:  2003

Age:  61

 

  

Capital One Committees:

 

    Compensation Committee

    Governance and Nominating Committee

    Risk Committee

 

Capital One Companies:

 

    Capital One, National Association

 

Additional Public Directorships (current):

 

    Harris Corporation

    Anthem, Inc. (formerly WellPoint, Inc.)

 

Mr. Hay served in a variety of executive positions at NextEra Energy, Inc. (“NextEra”) (formerly FPL Group, Inc.), including Chief Executive Officer (2001-2012), Chairman (2002-2012) and President (2001-2006). NextEra is one of the nation’s leading electricity-related services companies and the largest renewable energy generator in North America. Mr. Hay served as Executive Chairman of NextEra from July 2012 until he retired in December 2013 and as a director of NextEra from June 2001 through December 2013. While at NextEra, he also served as Chief Executive Officer of Florida Power & Light Company from January 2002 to July 2008. He joined NextEra Energy in 1999 as Vice President, Finance and Chief Financial Officer and served as President of NextEra Energy Resources, LLC (formerly FPL Energy, LLC) from March 2000 until December 2001. He currently acts as an Operating Advisor for Clayton, Dubilier & Rice, LLC, a private equity investment firm. Mr. Hay serves on the Board of Business Advisors for the Tepper School of Business at Carnegie Mellon University, and on the Advisory Council of Carnegie Mellon University’s Scott Institute for Energy Innovation. He is a former chairman of both the Edison Electric Institute, the association of U.S. shareholder-owned electric companies, and the Institute of Nuclear Power Operations. Mr. Hay also served as Chair of the Electricity Subsector Coordinating Council, an organization that coordinated government and electricity industry cyber security initiatives, as well as on President Obama’s President’s Council on Jobs and Competitiveness.

 

Skills and Qualifications:

 

Mr. Hay has extensive knowledge of the complex strategic, operational, management, regulatory, financial and governance issues faced by a large public company. His background in leading finance and accounting, treasury, credit, investor relations, mergers and acquisitions and information systems functions, as well as his understanding of enterprise risk management, executive compensation and public company governance, provides the Board of Directors with valuable insight on these and other matters.

 

 

 

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LOGO

 

Benjamin P.

Jenkins, III

Former Senior Advisor, Managing Director and Vice Chairman for Retail Banking, Morgan Stanley & Co.

 

Director Since:  2013

Age:  72

 

  

Capital One Committees:

 

    Audit Committee

    Compensation Committee

    Risk Committee

 

Capital One Companies:

 

    Capital One, National Association

 

Additional Public Directorships (current):

 

    None

 

Mr. Jenkins served as Senior Advisor, Managing Director, and Vice Chairman for Retail Banking at Morgan Stanley & Co., a financial services firm, from January 2009 to January 2011. Prior to that, he had a 38-year career with Wachovia Corporation (now Wells Fargo & Company), a financial services company, where he was Vice Chairman and President of the General Banking Group. He is credited with advancing the profitability of the General Bank through improvements in customer service and the reduction of customer attrition to industry-leading levels. He and his team were instrumental in the integration of the First Union/Wachovia and Wachovia/SouthTrust mergers, and Mr. Jenkins led the successful expansion of Wachovia’s banking network. He also previously served on the boards of Visa USA and Visa International.

 

Skills and Qualifications:

 

Mr. Jenkins’ experience in corporate banking, banking operations, investment banking, and management of customer relationships brings valuable insight to the Board of Directors in overseeing, among other areas, matters critical to Capital One’s banking business.

 

 

 

 

LOGO

 

Peter Thomas Killalea

Owner and President, Aoinle, LLC

 

Director Since:  2016

Age:  49

 

  

Capital One Committees:

 

    Compensation Committee

    Risk Committee

 

Capital One Companies:

 

    Capital One, National Association

 

Additional Public Directorships (current):

 

    None

 

Mr. Killalea has been an advisor to private technology-driven companies since November 2014 and is the Owner and President of Aoinle, LLC, a consulting firm. From May 1998 to November 2014, Mr. Killalea served in various leadership roles at Amazon.com, Inc., most recently as its Vice President of Technology for the Kindle Content Ecosystem from 2008 to November 2014. He served as its Vice President of Infrastructure and Distributed Systems from 2003 to 2008 and prior to that as Chief Information Security Officer and Vice President of Security. He led the infrastructure and distributed systems team, which later became a key part of the Amazon Web Services platform. He also led the product development and engineering teams for the Kindle Content Ecosystem, where he advanced the Kindle reading experience by creating innovative features such as X-Ray and Popular Highlights, and built the Amazon Publishing technology platform. Mr. Killalea previously served on the board of Xoom Corporation (acquired by PayPal Inc.) from March 2015 to November 2015.

 

Skills and Qualifications:

 

Mr. Killalea’s product, technology, and security experience in the technology industry, including his experience advising technology companies in various stages of growth and his various leadership roles, including as Chief Information Security Officer, at Amazon.com, Inc., bring valuable insight to the Board of Directors on these and other matters.

 

 

 

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LOGO

 

Pierre E. Leroy

Managing Partner, Aspiture, LLC

 

Director Since:  2005

Age:  68

  

Capital One Committees:

 

    Audit Committee

    Compensation Committee

    Risk Committee

 

Capital One Companies:

 

    Capital One Bank (USA), National Association

 

Additional Public Directorships (current):

 

    None

 

Mr. Leroy established an advisory and private equity firm in April 2015, Aspiture, LLC (“Aspiture”) which invests primarily in digital companies offering unique customer solutions. Mr. Leroy served as Executive Chairman from March 2012 and Chief Executive Officer from July 2012 until June 2013 of Vigilant Solutions, Inc. (formerly Vigilant Video, Inc.), an industry-leading pioneer of innovative intelligence solutions that help law enforcement protect officers, families and communities. Mr. Leroy retired in 2005 from Deere & Company as President of both the Worldwide Construction & Forestry Division and the Global Parts Division. Deere & Company is a world leader in providing advanced products and services for agriculture, forestry, construction, lawn and turf care, landscaping and irrigation, and also provides financial services worldwide and manufactures and markets engines used in heavy equipment. During his professional career with Deere & Company, Mr. Leroy served in a number of positions in Finance, including Treasurer, Vice-President and Treasurer, and Senior Vice-President and Chief Financial Officer. Mr. Leroy also served as a director of United Rentals, Inc. from April 2012 to May 2015, RSC Holdings Inc. and RSC Equipment Rental from May 2008 to April 2012 (when RSC was acquired by United Rentals), and Beam, Inc. (formerly Fortune Brands, Inc.) from September 2003 to February 2012.

 

Skills and Qualifications:

 

Mr. Leroy’s experience in capital markets and asset-liability management, as well as CEO and Executive Chairman of a digital analytic software company and managing partner of an advisory and consulting business in addition to his experience in leading and managing large complex international marketing, engineering and manufacturing organizations and serving on other public company boards, provides the Board of Directors with valuable insight on these and other matters.

 

 

 

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LOGO

 

Peter E. Raskind

Owner, JMB Consulting, LLC

 

Director Since:  2012

Age:  60

  

Capital One Committees:

 

    Audit Committee

    Risk Committee (Chair)

 

Capital One Companies:

 

    Capital One Bank (USA), National Association

 

Additional Public Directorships (current):

 

    None

 

Mr. Raskind is the owner of JMB Consulting, LLC, which he established in February 2009 to provide consulting services to financial services firms and investors. In 2011, he served as Interim Chief Executive Officer of the Cleveland Metropolitan School District, and in 2010, he served as Interim Chief Executive Officer of the Cleveland-Cuyahoga County Port Authority. Until its merger with PNC Financial Services Group in December 2008, Mr. Raskind served as Chairman, President and Chief Executive Officer of National City Corporation, one of the largest banks in the United States. Through an extensive banking career, Mr. Raskind has served in a number of leadership roles and held positions of successively greater responsibility in a broad range of consumer and commercial banking disciplines, including cash management services, corporate finance, international banking, corporate trust, retail and small business banking, operations and strategic planning.

 

Mr. Raskind served as a director of United Community Banks, Inc. from May 2011 to January 2012 and Visa USA and Visa International. He also served on the board of directors of the Consumer Bankers Association, was a member of the Financial Services Roundtable, and served on the executive committee of the National Automated Clearing House Association.

 

Skills and Qualifications:

 

Mr. Raskind is experienced in corporate banking, retail banking, wealth management/trust, mortgage, operations, technology, strategy, product management, asset/liability management, risk management and acquisition integration from his extensive career in banking. He provides the Board of Directors with valuable insight on these and other matters.

 

 

 

LOGO

 

Mayo A. Shattuck III

Chairman, Exelon Corporation

 

Director Since:   2003

Age:   62

 

  

Capital One Committees:

 

    Compensation Committee (Chair)

    Governance and Nominating Committee

    Risk Committee

 

Capital One Companies:

 

    Capital One, National Association

 

Additional Public Directorships (current):

 

    Gap, Inc.

    Alarm.com

    Exelon Corporation

 

Mr. Shattuck is Chairman of the Board of Chicago-based Exelon Corporation (“Exelon”), the nation’s largest competitive energy provider and commercial nuclear plant operator. From March 2012 through February 2013, he served as Executive Chairman of the Board of Exelon. Prior to joining Exelon, he was Chairman, President and Chief Executive Officer of Constellation Energy Group, a leading supplier of electricity to large commercial and industrial customers, a position he held from 2001 to 2012. Mr. Shattuck was previously at Deutsche Bank, where he served as Chairman of the Board of Deutsche Banc Alex. Brown and, during his tenure, served as Global Head of Investment Banking and Global Head of Private Banking. From 1997 to 1999, Mr. Shattuck served as Vice Chairman of Bankers Trust Corporation, which merged with Deutsche Bank in 1999. From 1991 to 1997, Mr. Shattuck was President and Chief Operating Officer and a director of Alex. Brown & Sons, a major investment bank, which merged with Bankers Trust in 1997.

 

Mr. Shattuck is also Vice Chairman of Johns Hopkins Medicine, Trustee of Johns Hopkins University and former Chairman of the Institute of Nuclear Power Operators.

 

Skills and Qualifications:

 

Mr. Shattuck’s experience in global corporate finance and lending, corporate strategy, capital markets, risk management, executive compensation and private banking, as well as his experience in leading two large, publicly-held companies and serving on other public company boards, provides the Board of Directors with valuable insight on these and other matters.

 

 

 

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LOGO

 

Bradford H. Warner

Former President of Premier and Small Business Banking, Bank of America Corporation

 

Director Since:  2008

Age:  65

  

Capital One Committees:

 

    Audit Committee (Chair)

    Risk Committee

 

Capital One Companies:

 

    Capital One Bank (USA), National Association

 

Additional Public Directorships (current):

 

    None

 

Mr. Warner served in a variety of executive positions at BankBoston, FleetBoston and Bank of America from 1975 until his retirement in 2004. These positions included President of Premier and Small Business Banking, Executive Vice President of Personal Financial Services, and Vice Chairman of Regional Bank.

 

Throughout his banking career, Mr. Warner served in leadership roles for many of the major business lines and functional disciplines that constitute commercial banking, including leadership of retail and branch banking, consumer lending (credit cards, mortgage and home equity), student lending and small business; various corporate banking functions, including community banking and capital markets businesses, such as underwriting, trading and sales of domestic and international fixed income securities, foreign exchange and derivatives; international banking businesses in Asia, northern Latin America and Mexico; and several investment related businesses, including private banking, asset management and brokerage. He also served on the most senior management policy and governance committees at BankBoston, FleetBoston and Bank of America.

 

Skills and Qualifications:

 

Mr. Warner’s experience in a broad range of commercial, consumer, investment and international banking leadership roles, as well as his experience in corporate banking functions, customer relationships, corporate culture change management, enterprise risk management and technology, brings valuable insight to the Board of Directors in overseeing, among other matters, a broad range of matters critical to Capital One’s banking business.

 

 

 

LOGO

 

Catherine G. West

Former Special Advisor, Promontory Financial Group

 

Director Since:  2013

Age:  57

  

Capital One Committees:

 

    Audit Committee

    Risk Committee

 

Capital One Companies:

 

    Capital One Bank (USA), National Association

 

Additional Public Directorships (current):

 

    None

 

Ms. West served as a Special Advisor to Promontory Financial Group, a financial services consulting firm, from May 2013 until her departure in October 2013, and as Managing Director from April 2012 until April 2013. From March 2011 to April 2012, Ms. West was the Associate Director and Chief Operating Officer of the Consumer Financial Protection Bureau (“CFPB”), a federal agency tasked with regulating U.S. consumer protection with regard to financial services and products, where she led the start-up of the agency’s infrastructure. While at the CFPB, Ms. West also played an integral part in implementing a Consumer Response unit designed to solicit views from consumers regarding their experiences with financial institutions and leveraged those views to effect policy change. She was previously the Chief Operating Officer of J.C. Penney from August 2006 to December 2006. From March 2000 to July 2006, Ms. West was an executive officer at Capital One Financial Corporation where she served in roles that included President of the U.S. Card business and Executive Vice President of U.S. Consumer Operations.

 

Skills and Qualifications:

 

Ms. West has a multifaceted background in financial services with more than 25 years of experience in financial services operations, regulatory matters, technology platform conversions, process automation and innovation, and strategy development. She has experience in leveraged buyouts, initial public offerings, and mergers and acquisitions, and has a keen understanding of both business strategy and the regulatory perspective. Ms. West provides the Board of Directors with valuable insight on these and other matters.

 

 

 

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  Board Leadership Structure

Our Board has carefully considered the critical issue of Board leadership and believes that the leadership structure must be considered in the context of Capital One’s specific circumstances, culture, strategic objectives and challenges. The diverse backgrounds and experiences of our directors provide the Board with broad perspectives from which to determine the leadership structure that is best for Capital One and the long-term interests of Capital One’s stockholders and other stakeholders.

We believe that our existing Board leadership structure, with Mr. Fairbank acting as Chief Executive Officer and Chair of the Board, provides the most effective governance framework and allows our Company to benefit from Mr. Fairbank’s talent, knowledge and leadership as the founder of Capital One and allows him to use the in-depth focus and perspective gained in running the Company to effectively and efficiently guide our Board. Capital One appropriately maintains strong independent and effective oversight of our business and affairs through our empowered Lead Independent Director; independent Committee Chairs; independent committees that oversee the Company’s operations, risks, performance and business strategy; experienced and committed directors; and frequent executive sessions without management in attendance.

Lead Independent Director

The selection of a strong and empowered Lead Independent Director is a critical element of our corporate governance. Upon the recommendation of the Governance and Nominating Committee, our Lead Independent Director is elected annually by the independent directors. Our Lead Independent Director is currently Ms. Hackett. Under Ms. Hackett’s leadership, the Board has developed a culture of collaboration, diligence and mutual respect that allows it to work effectively to provide the necessary oversight and effective challenge to management. The Lead Independent Director performs the following responsibilities:

 

Board Culture

   Serves as liaison between the Chair of the Board and the independent directors

   Facilitates discussion among the independent directors on key issues and concerns outside of Board meetings

   Ensures Board discussions demonstrate effective challenge of management

   Facilitates teamwork and communication among the independent directors

   In the event of a crisis, calls together the independent directors to establish appropriate Board leadership responsibility

Board Leadership

   Organizes and presides over executive sessions

   Sets the agendas for and leads executive sessions

   Is responsible for soliciting feedback for and engaging the CEO on executive sessions

   Acts as a key advisor to the CEO on a wide variety of Company matters

Board Performance & Development

   Leads the annual performance assessment of the CEO

   Facilitates the Board’s engagement with the CEO and CEO succession planning

   Leads the Board’s annual self-assessment and recommendations for improvement, if any

Board Meetings

   Has authority to call meetings of the independent directors

   Approves meeting agendas for the Board

   Approves information sent to the Board

   Approves meeting schedules and works with the Chair of the Board and Committee Chairs to assure that there is sufficient time for discussion of all agenda items

   Presides at all meetings of the Board at which the Chair of the Board is not present

 

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Stockholder Engagement

   If requested by larger stockholders, the Lead Independent Director ensures that he or she is available for consultation and direct communication

 

  Key Board Governance Practices

Executive Sessions

Executive sessions of non-management directors of the Board are led by the Lead Independent Director and are an important governance practice because they enable the Board to discuss matters, such as strategy, CEO and senior management performance and compensation, succession planning and board effectiveness without management present. Our non-management directors generally meet in executive session at each quarterly board meeting and all of the independent directors meet in executive session without management at least once annually. In 2016, the non-management directors met four times in executive session. During these executive sessions, the non-management directors or independent directors, as the case may be, have complete access to such members of the Company’s senior executive management as they may request, including the Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Risk Officer, Chief Auditor, Chief Credit Review Officer and Chief Compliance Officer. The Lead Independent Director and/or any director may request additional executive sessions of non-management or independent directors at any time.

Directors Are Actively Engaged Outside of Board Meetings

Engagement outside of Board meetings provides our directors with additional insight into our business and our industry, as well as valuable perspective on the performance of our Company, the Board, our CEO and other members of senior management.

 

  Our individual directors have discussions with each other and with our CEO, members of our senior management team and other key employees, as well as with our federal regulators

 

  Our Committee Chairs and Lead Independent Director meet and speak regularly with each other and with members of our management

Annual Board and Committee Self-Assessments

Our Board annually evaluates the performance of the Board and its committees. The Board believes it is important to assess the Board and the performance of its committees, and to solicit and act upon feedback received. As part of the Board’s self-assessment process, directors consider various topics related to Board composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds. While the Board and each of its committees conducts a formal self-assessment annually, the Board considers its performance as well as that of its committees from time to time throughout the year and shares relevant feedback with management.

 

 

Initiation of

Process

    The Lead Independent Director develops and circulates a list of potential topics to directors for consideration in advance of the Board’s self-assessment discussion. Committee chairs follow a similar process for their respective committees.
Discussion     The Lead Independent Director meets with the Board to gather views and feedback. Committee Chairs lead their respective committee discussions during executive session.
Follow-Up     The Lead Independent Director shares a summary of the Board results with management to address any requests or enhancements in practices that may be warranted. Committee Chairs report on their respective self-assessments to the full Board.

 

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Topics considered during the Board and committee self-assessments include:

 

    Board and Committee Operations        Board and Committee Performance
   

  Board and committee membership, including director skills, background, expertise and diversity

 

  Materials and information, including quality and quantity of information received from management

 

  Access to Company executives and employees

 

  Conduct of meetings, including time allocated for, and encouragement of, candid dialogue and effective challenge

    

  Strategy oversight including short-term and long-term strategic objectives

 

  Oversight of risk management, including risk appetites

 

  Executive talent management and succession planning

 

  Assessment of CEO performance

 

  Setting corporate culture and “tone at the top”

 

  Effectiveness of outside advisors

 

  Identification of topics that warrant additional attention and discussion

 

  Performance of committee duties under committee charters

Annual Assessment of the Lead Independent Director

The performance of Capital One’s Lead Independent Director is assessed annually by the Board. The Governance and Nominating Committee designates one independent member of the Board to conduct the assessment each year, which includes feedback provided by each independent director. The facilitator shares the input and feedback received on the performance and effectiveness of the Lead Independent Director with the Governance and Nominating Committee and, as appropriate, the Board, without the Lead Independent Director present. The independent directors of the Board take into account the results of such assessment during its annual appointment of the Lead Independent Director.

Annual Assessment of Director Nominees

On an annual basis, the Chair of the Governance and Nominating Committee conducts an individual director assessment process. This process includes candid, one-on-one discussions between the Committee Chair and each director regarding the individual performance and effectiveness of directors for re-election. With respect to the performance of the Governance and Nominating Committee Chair, another member of the Governance and Nominating Committee conducts such discussions. The Governance and Nominating Committee Chair shares the input and feedback received from such discussions with the Chair of the Board, the Governance and Nominating Committee, and ultimately the Board, as appropriate. During discussions, each director eligible for nomination leaves the meeting during the discussion of his or her candidacy. Following this assessment as well as other considerations such as related party transactions, conflicts of interest, and director independence, the Governance and Nominating Committee recommends to the Board the nomination of one or more directors for re-election by Capital One’s stockholders.

Annual Performance Assessment of the Chief Executive Officer

Under the direction of our Lead Independent Director, the independent directors of the Board annually assess the performance of Mr. Fairbank as Capital One’s CEO and Chair of the Board. The Governance and Nominating Committee is responsible for developing and overseeing the process, facilitated by the Lead Independent Director and involving all directors, for conducting the CEO’s annual performance evaluation. This process includes an in-depth discussion of performance by the independent directors in executive session during which directors consider a variety of factors to evaluate Mr. Fairbank’s performance. Such factors include, among other things, financial and operating performance, governance and risk management, strategic performance, and winning with our customers and associates as described in “Section V – Compensation Discussion and Analysis – Chief Executive Officer Compensation,” as well as feedback raised through Board discussion and self-assessment

 

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materials provided by Mr. Fairbank to the Board regarding his performance and achievements in connection with various subjective and objective metrics.

The annual CEO performance assessment is completed as part of the end-of-year compensation process. The Compensation Committee manages end-of-year compensation decisions within the context of such assessment, and the Lead Independent Director and Chair of the Compensation Committee jointly share the input and feedback of the CEO performance assessment with Mr. Fairbank in a closed session.

The Board’s Role in Succession Planning

Under the Corporate Governance Guidelines, the Board is responsible for ensuring that a succession plan for the CEO exists. The Board of Directors has in place an effective planning process to select successors to the CEO and annually reviews the CEO succession plan. Our Board believes that the directors and the CEO should work together on succession planning and that the entire Board should be involved. Each year, as part of its succession planning process, our CEO provides the Board with recommendations on, and evaluations of, potential CEO successors. The Board reviews the senior executive team’s experience, skills, competencies and potential to assess which executives possess or have the ability to develop the attributes that the Board believes are necessary to lead and achieve the Company’s goals. Among other steps taken to promote this process, the two levels of executives below the CEO, which include all of the CEO’s direct reports, often attend Board meetings and present to the Board, providing the Board with numerous opportunities to interact with our senior management and assess their leadership capabilities.

Our Board also has established steps to address emergency CEO succession planning for an unplanned CEO succession event. Our emergency CEO succession planning is intended to enable our Company to respond to an unexpected CEO transition by continuing our Company’s safe and sound operation and minimizing potential disruption or loss of continuity to our Company’s operations and strategy. There is also available, on a continuing basis as a result of the process described above, the CEO’s recommendation as to a successor should the CEO become unexpectedly unable to serve. The Board also reviews the CEO’s successor recommendations on an annual basis.

The Board’s Role in Risk Oversight

The Board of Directors believes that effective risk management and control processes are critical to Capital One’s safety and soundness, our ability to predict and manage the challenges that Capital One and the financial services industry face and, ultimately, Capital One’s long-term corporate success.

The enterprise-wide risk management framework defines the Board’s appetite for risk taking and enables senior management to understand, manage and report on risk. The risk management framework is implemented enterprise-wide and includes eight risk categories: compliance, credit, legal, liquidity, market, operational, reputational and strategic. Management has developed risk appetite statements with accompanying metrics which are meaningful to the organization and reflect the aggregate level and types of risk Capital One is willing to accept in order to achieve its business objectives, clarifying both risks the Company is actively taking and risks that are purposely avoided.

The Risk Committee is responsible for the oversight of enterprise risk management for the Company, and is responsible for reviewing and recommending to the Board for approval certain risk tolerances taking into account the Company’s structure, risk profile, complexity, activities, and size. Within management, enterprise risk management is generally the responsibility of the Chief Risk Officer, who has accountability for proposing risk tolerance and reporting levels related to all eight risk categories. The Chief Risk Officer is also responsible for ensuring that the Company has an overall enterprise risk framework and that it routinely assesses and reports on enterprise level risks. The Chief Risk Officer reports both to the CEO and to the Risk Committee. The Audit Committee also plays an important risk management function, and oversees elements of compliance and legal risk. Each committee of the Board oversees reputation risk matters within the scope of their respective

 

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responsibilities. Finally the Board as a whole oversees the entire enterprise risk framework for the Company, including the oversight of strategic risk.

Risk Assessment of Compensation Policies and Practices

The Compensation Committee oversees all of our compensation policies and practices, including our incentive compensation policies and practices, to monitor that such policies and practices encourage balanced risk-taking, are compatible with effective controls and risk management and align with our business strategy. In January 2012, the Compensation Committee adopted an Incentive Compensation Governance Policy applicable to all Company employees that governs incentive compensation decisions and provides the framework for oversight of the design of incentive compensation programs, which it reviews and re-approves annually. In the context of setting executive compensation, the Compensation Committee assessed each of the named executive officers against one or more performance objectives specifically designed to evaluate the degree to which the executive balanced risks inherent in his or her role and also implemented additional risk-balancing features for certain equity awards, as described in more detail in the “Compensation Discussion and Analysis” beginning on page 40.

The Compensation Committee reviews the Company’s named executive officer and other senior executive compensation programs as well as any other material incentive compensation programs. During the course of these reviews, the Compensation Committee discusses the Company’s most significant risks, including the Company’s status with respect to managing those risks and the relationship of those risks to applicable compensation programs. The review includes discussion and analysis of risk-balancing features embedded in these incentive compensation programs and other actions taken by the Company designed to appropriately balance risk and achieve conformance with regulatory guidance. The Compensation Committee also discusses these programs with the Company’s Chief Risk Officer, Chief Human Resources Officer and the Compensation Committee’s independent compensation consultant, as appropriate. Based on these discussions, the Compensation Committee believes that these compensation programs are consistent with safety and soundness and operate in a manner that appropriately balances risk.

The Compensation Committee’s active oversight, together with the Company’s interactions and discussions with its regulators, has further enhanced the Company’s risk management and control processes with respect to incentive compensation at the Company and supported our continued compliance with the interagency guidance on sound incentive compensation practices issued by the Federal Reserve Board and other bank regulators in June 2010.

 

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  Board Committees

 

Our Board has four standing committees: Audit, Risk, Governance and Nominating, and Compensation. Each of our committees:

 

    Is led by active and empowered Committee Chairs, all of whom are independent  

 

    Is comprised of all independent members  

 

    Operates in accordance with a written charter (available on our website at www.capitalone.com under “About Us/Investors”), which is reviewed annually  

 

    Assesses its performance annually  

 

    Has authority to retain independent advisors, as desired  

Audit Committee

 

 

LOGO

 

Bradford H. Warner

Committee Chair

 

  

Additional Committee Members:

 

Benjamin P. Jenkins, III, Pierre E. Leroy, Peter E. Raskind, Catherine G. West

   Meetings Held in 2016: 13
  

 

Primary Responsibilities:

 

  Assist our Board with the oversight of the integrity of the Company’s financial statements, including matters related to internal controls

 

  Review and discuss with management their assessment of the effectiveness of the Company’s disclosure controls and procedures and whether any changes are necessary in light of such assessment

 

  Review and discuss generally the policies and practices that govern the processes by which key risk exposures are identified, assessed, managed and controlled on an enterprise-wide basis

 

  Oversight of the qualifications, independence and performance of the Company’s independent auditor

 

  Oversight of the appointment, compensation, retention and work of the Company’s independent auditor

 

  Approves the appointment and compensation of the Company’s Chief Auditor and oversees the performance of the Chief Auditor and the internal audit function

 

  Oversight of the compliance by the Company with legal and regulatory requirements

 

  Performs the audit committee and fiduciary audit committee functions on behalf of our bank subsidiaries in accordance with federal banking regulations

 

  Review and recommend to the Board (or disinterested members of the Board, as appropriate) for approval (i) the Company’s Code of Business Conduct and Ethics, and any material changes thereto; and (ii) any waiver of the Code of Business Conduct and Ethics for directors and certain executive officers

 

Qualifications:

 

  Each of the members of the Audit Committee is “financially literate” within the listing standards of the NYSE

 

  No member of the Audit Committee simultaneously serves on the audit committees of more than three public companies, including that of Capital One

 

  The Board has identified both Mr. Raskind and Mr. Warner as “audit committee financial experts” under the applicable SEC rules based on their experience and qualifications

 

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Risk Committee

 

 

LOGO

 

Peter E. Raskind

Committee Chair

 

  

Additional Committee Members:

 

Patrick W. Gross, Ann Fritz Hackett,
Lewis Hay, III, Benjamin P. Jenkins, III, Peter Thomas Killalea, Pierre E. Leroy, Mayo A. Shattuck III, Bradford H. Warner, Catherine G. West

   Meetings Held in 2016: 8
  

 

Primary Responsibilities:

 

  Assist our Board with oversight of the Company’s enterprise-wide risk management framework, including policies established by management to identify, assess, measure and manage key risks facing the Company across all of the Company’s eight risk categories: compliance, credit, legal, liquidity, market, operational, reputational and strategic risk

 

  Discuss with management the enterprise’s risk appetite and tolerance and at least annually, recommend to the Board the statement of risk appetite and tolerance to be communicated throughout the Company

 

  Review and approve annually the credit review plans and policies, and any significant changes to such plans, as appropriate

 

  Review and recommend to the Board the Company’s liquidity risk tolerance at least annually, taking into account the Company’s capital structure, risk profile, complexity, activities and size, and review management reports regarding the Company’s liquidity risk profile and liquidity risk tolerance at least quarterly

Governance and Nominating Committee

 

 

LOGO

 

Ann Fritz Hackett

Committee Chair

 

  

Additional Committee Members:

 

Patrick W. Gross, Lewis Hay, III,

Mayo A. Shattuck III

   Meetings Held in 2016: 6
  

 

Primary Responsibilities:

 

  Assist our Board by identifying and recommending nominees for election to our Board and review the qualifications of potential Board members

 

  Annually review and recommend committee membership

 

  Lead the Company’s corporate governance policies and practices, including recommending to the Board the Corporate Governance Guidelines

 

  Oversight of the Board and CEO’s annual evaluation processes and periodic discussions to plan for the CEO’s succession

 

  Director succession planning and recruitment of new director candidates

 

  Oversight of management’s stockholder engagement program and practices

 

  Evaluate stockholder proposals and other correspondence

 

  Establish and oversee processes for individual director and Board assessments and oversee that Committee Chairs perform committee self-assessments

 

  Keep informed regarding external governance trends, including reviewing benchmarking research conducted by management

 

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Compensation Committee

 

 

LOGO

 

Mayo A. Shattuck III

Committee Chair

 

  

Additional Committee Members:

 

Patrick W. Gross, Ann Fritz Hackett,

Lewis Hay, III, Benjamin P. Jenkins, III, Peter Thomas Killalea, Pierre E. Leroy

   Meetings Held in 2016: 7
  

 

Primary Responsibilities:

 

  Recommend to the Board annually officers for election or re-election or the manner in which such officers will be chosen

 

  Evaluate, approve and recommend to the independent directors the Chief Executive Officer’s compensation, including any salary, incentive awards, perquisites and termination arrangements, in light of the Committee’s assessment of his performance and anticipated contributions with respect to the Company’s strategy and objectives

 

  Review, approve and recommend the salary levels, incentive awards, perquisites and termination arrangements for executive officers, other than the Chief Executive Officer, to the independent directors and the hiring or promotion of such executive officers to the Board

 

  Review and approve the Company’s goals and objectives relevant to compensation, oversee the Company’s policies and programs relating to compensation and benefits available to executive officers to ensure that they align with such goals and objectives, and review relevant market data in establishing compensation and benefits programs

 

  Oversee incentive compensation programs for executive officers and others who can expose the Company to material risk to ensure such programs are designed and operated in a manner that achieves balance and is consistent with safety and soundness

 

  Review data and analyses to allow an assessment of whether the design and operation of incentive compensation programs is consistent with the Company’s safety and soundness as provided under applicable regulatory guidance

 

  Administer Capital One’s 2004 Stock Incentive Plan, 2002 Associate Stock Purchase Plan and other employee benefit plans

 

  Review periodically and recommend director compensation to the Board

 

  Recommend the inclusion of the Compensation Discussion and Analysis in our annual proxy statement or our Annual Report on Form 10-K

 

The independent directors of the Board may meet concurrently with the Compensation Committee, as appropriate, to review and approve compensation for the Chief Executive Officer and other executive officers.

Compensation Committee Interlocks and Insider Participation

No Capital One executive officer served as a member of the board of directors or the compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee, nor has any such relationship existed in the past. No director who served on the Compensation Committee during 2016 is or was formerly an officer or an employee of Capital One.

 

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Compensation Committee Consultant

The Compensation Committee has the authority to retain and terminate legal counsel and other consultants and to approve such consultants’ fees and other retention terms. The Compensation Committee has retained the services of Frederic W. Cook & Co., Inc. (“FW Cook”), an independent executive compensation consulting firm. FW Cook reports to the Chair of the Compensation Committee, and its engagement may be terminated by the Compensation Committee at any time.

The Compensation Committee determines the scope and nature of FW Cook’s assignments. In 2016, FW Cook:

 

  Provided to the Compensation Committee independent competitive market data and advice related to the compensation for the Chief Executive Officer, the other executive officers and the directors, including the development of a group of comparator companies for purposes of competitive analysis;

 

  Reviewed for the Compensation Committee management-provided market data and recommendations on the design of compensation programs for senior executives other than the Chief Executive Officer;

 

  Reviewed for the Compensation Committee Capital One’s executive compensation levels, performance and the design of incentive programs;

 

  Reviewed the compensation program for Capital One’s directors and provided competitive compensation data and director compensation program recommendations to the Compensation Committee for review; and

 

  Provided information to the Compensation Committee on executive and director compensation trends and analyses of the implications of such trends for Capital One.

Consultants from FW Cook generally attend Compensation Committee meetings and executive sessions upon the Compensation Committee Chair’s request, including meetings held jointly with the independent directors to review or approve the compensation for the Chief Executive Officer and the other executive officers and to provide an independent perspective regarding such compensation practices.

The services provided by FW Cook are limited in scope as described above. FW Cook does not provide any services to the Company or its management other than the services provided to the Compensation Committee. The Compensation Committee has considered factors relevant to FW Cook’s independence from management under SEC rules and has determined that FW Cook is independent from management.

Committee Membership Determinations

On an annual basis, the Governance and Nominating Committee assesses and considers membership for each of the Board’s regular committees. This review takes into account, among other factors, committee needs, director experience, committee succession planning and the desire to balance membership continuity with new insights.

The Chair of the Governance and Nominating Committee facilitates discussions with management, committee chairs, the Chair of the Board, and individual directors, as needed and shares that feedback with the Governance and Nominating Committee. The Governance and Nominating Committee makes recommendations for committee membership and Chairs to the full Board.

 

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  Executive Officers

 

 

Robert M. Alexander

Chief Information Officer

 

Age: 52

 

   Mr. Alexander joined Capital One in April 1998. From April 1998 to May 2007, Mr. Alexander had responsibility at various times for a number of Capital One’s lending businesses, including the U.S. consumer credit card and installment loan businesses. Mr. Alexander became Chief Information Officer in May 2007, and in this role he is responsible for overseeing all technology activities for Capital One.
  

 

Jory A. Berson

Chief Human Resources Officer

 

Age: 46

 

   Mr. Berson joined Capital One in July 1992. From July 1992 to June 2009, Mr. Berson held a variety of roles at Capital One, including President, Financial Services and President, U.S. Card. In June 2009, Mr. Berson became Chief Human Resources Officer, and in this role Mr. Berson is responsible for overseeing Capital One’s Human Resources strategy, recruitment efforts and development programs.
  

 

R. Scott Blackley

Chief Financial Officer

 

Age: 48

 

   Mr. Blackley joined Capital One in March 2011. Mr. Blackley became the Company’s Chief Financial Officer in May 2016 and has served as the Company’s Principal Accounting Officer and Controller since July 2011 and March 2011, respectively. Prior to joining the Company, Mr. Blackley held various executive positions at Fannie Mae, most recently as Senior Vice President and Chief Financial Officer of the Capital Markets Group. Mr. Blackley has more than 20 years of experience in consulting and public accounting, including an appointment to the US Securities and Exchange Commission as a Professional Accounting Fellow and as a Partner with KPMG, LLP.
  

 

Kevin S. Borgmann

Chief Risk Officer

 

Age: 45

 

   Mr. Borgmann joined Capital One in August 2001. Since that time he has served in a variety of roles in Capital One’s Corporate Strategy, Partnership Finance, Upmarket Acquisitions, Credit Card, Auto Finance and Risk departments, including serving as Senior Vice President with the Credit Card Division from March 2008 until September 2010, President of Capital One Auto Finance from September 2010 until October 2012 and Deputy Chief Risk Officer from October 2012 to January 2013. In January 2013, Mr. Borgmann became Chief Risk Officer, and in this role he is responsible for overseeing Capital One’s credit, compliance, operational, market and liquidity, and enterprise risk management functions.
  

 

Stephen S. Crawford

Head of Finance and Corporate Development

 

Age: 52

 

   Mr. Crawford joined Capital One in February 2013 as Chief Financial Officer Designate and served as Capital One’s Chief Financial Officer from May 2013 to May 2016. Mr. Crawford became Head of Finance and Business Development in May 2016. Prior to joining Capital One, Mr. Crawford co-founded Centerview Partners, an investment banking and advisory firm, in 2006. Prior to that, Mr. Crawford served in various leadership roles at Morgan Stanley & Co., a financial services firm, including as the Co-President of the firm during 2005, Executive Vice President and Chief Administrative Officer from 2004 to 2005, Executive Vice President and Chief Financial Officer from 2001 to 2004, and Executive Vice President and Chief Strategic Officer from 2000 to 2001.
  

 

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Noelle K. Eder

Chief Card Customer Experience Officer

 

Age: 47

 

   Ms. Eder joined Capital One in September 2014 as Executive Vice President, Card Operations. From September 2014 to November 2016, Ms. Eder was responsible for leading Card operations which included customer experience, digital channels, loss mitigation, brand marketing, and horizontal functions like data analytics. Ms. Eder became Chief Card Customer Experience Officer of Capital One in November 2016, where she is responsible for the customer experience across all channels and operations for the Card business. Prior to joining Capital One, Ms. Eder served in several leadership roles at Intuit for nine years, most recently as Senior Vice President and Chief Customer Care Officer, where she was responsible for Intuit’s worldwide customer experience strategy.
  

 

John G. Finneran, Jr.

General Counsel and Corporate Secretary

 

Age: 67

 

   Mr. Finneran joined Capital One in September 1994. Since that time, he has served as General Counsel and Corporate Secretary and is responsible for managing Capital One’s legal, governmental affairs, corporate governance, regulatory relations and corporate affairs departments. He also manages Capital One’s internal audit department for administrative purposes.
  

 

Frank G. LaPrade, III

Chief Enterprise Services Officer Chief of Staff to the CEO

 

Age: 50

 

   Mr. LaPrade joined Capital One in January 1996. Since that time he has served in various positions, including as Capital One’s Deputy General Counsel responsible for managing the company’s litigation, employment, intellectual property and transactional practice areas. In 2004, Mr. LaPrade became Chief of Staff to the Chief Executive Officer. In 2010, Mr. LaPrade added responsibilities as Chief Enterprise Services Officer. In that capacity, Mr. LaPrade manages Information Technology, Brand Marketing, Corporate Real Estate, Digital Banking and Procurement for the Company.
  

 

Christopher T. Newkirk

President, International and Small Business Card

 

Age: 46

 

   Mr. Newkirk joined Capital One in September 2008. From Sept 2008 to January 2010, Mr. Newkirk led U.S. Card Partnership Analytics, where he was responsible for strategy, and cobrand, private label and portfolio acquisition valuations in our Partnerships business. From February 2010 to June 2013, Mr. Newkirk led U.S. Card Customer Management, where he was responsible for the risk adjusted returns, growth, loyalty and retention of the portfolio. From July 2013 to February 2015, Mr. Newkirk held roles of increasing responsibility in the Company’s International Card business, most recently as Executive Vice President, Head of International Card, where he was responsible for all aspects of Capital One’s International Card business, including strategy, credit, marketing, product, customer experience, operations, talent, technology, risk management and financial decisions. In November 2016, Mr. Newkirk became President, International and Small Business Card, where he is responsible for leading Capital One’s consumer credit card business in Canada and the United Kingdom and Capital One’s small business credit card business in the United States.
  

 

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Michael C. Slocum

President, Commercial Banking

 

Age: 60

 

   Mr. Slocum joined Capital One in August 2007. From August 2007 to September 2011, Mr. Slocum was Executive Vice President of Capital One’s Banking Business, leading the company’s Commercial Banking business including asset-based lending, leasing and private banking. Mr. Slocum became President, Commercial Banking in September 2011 and in this role he is responsible for leading all aspects of Commercial Banking including Corporate and Commercial Real Estate Banking, Capital Markets, Treasury Services and all related operations. Before joining Capital One, Mr. Slocum served in various leadership roles at Wachovia Bank (now Wells Fargo & Company), a provider of consumer and commercial financial services, including as the Regional Chief Executive Officer for Northeastern US.
  

 

Michael J. Wassmer

President, U.S. Card

 

Age: 47

 

   Mr. Wassmer joined Capital One in July 1994. Since that time, Mr. Wassmer has served in roles of increasing responsibility across the Company, expanding his leadership scope and experience driving strategy and analysis, finance, operations and risk management. From 2013 to November 2016, Mr. Wassmer has served as Executive Vice President of the Company’s Domestic Card business (other than Co-Branded Card) where he was responsible for leading all credit, marketing and strategy for the domestic Branded Consumer and Small Business Card businesses. In November 2016, Mr. Wassmer became President, Domestic Card and is currently responsible for leading the Company’s consumer credit card business in the United States. In his over 20 years of leadership in the Company’s Card business, Mr. Wassmer has been responsible for leading the launch of the Company’s flagship consumer and small business products including the Venture, Quicksilver and Spark product lines.
  

 

Jonathan W. Witter

President, Retail and Direct Banking

 

Age: 47

 

   Mr. Witter joined Capital One in December 2010 as an Executive Vice President in Retail Banking. From September 2011 until February 2012, Mr. Witter served as President, Retail and Small Business Banking. In February 2012, he became President, Retail and Direct Banking and in this role, he provides strategic direction and leadership for the Retail and Direct Banking organization and is responsible for more than 14,000 associates, nearly 1,000 branch and office locations, and 2,200 ATMs in California, Connecticut, Delaware, Louisiana, Maryland, Minnesota, New Jersey, New York, Texas, Virginia, Washington and Washington, D.C. Mr. Witter also was a director of ING Bank, fsb. from February 2012 to November 2012. Prior to joining Capital One, Mr. Witter held various positions, including executive vice president and head of general Bank Distribution at Wachovia (now Wells Fargo & Company), managing director and president of Morgan Stanley Private Bank NA, a global financial services firm, and Chief Operating Officer of Morgan Stanley’s Retail Banking Group.
  

 

Sanjiv Yajnik

President, Financial Services

 

Age: 60

 

   Mr. Yajnik joined Capital One in July 1998. From July 1998 to June 2009, Mr. Yajnik led several businesses within Capital One, including Capital One Europe, Capital One Canada, and Capital One Small Business Services. Mr. Yajnik became President, Financial Services in June 2009. In this role he is responsible for overseeing Capital One’s Auto Finance and Home Loans businesses. Prior to joining Capital One, Mr. Yajnik held a broad range of positions, including General Manager at Circuit City Stores (USA), Market Manager at PepsiCo (Canada), and Chief Engineer at Mobil Oil (International).

 

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SECTION II – CORPORATE GOVERNANCE AT CAPITAL ONE

 

 

 

  Related Person Transactions

Capital One’s policies and procedures for the review, approval or ratification of related person transactions are set forth in the charter of the Governance and Nominating Committee, Capital One’s Corporate Governance Guidelines, Capital One’s Code of Conduct and internal written procedures. The charter of the Governance and Nominating Committee requires the committee to review at least on an annual basis any material transactions involving Capital One and any of its directors, executive officers or their immediate family members and, as appropriate, to consider potential conflicts of interest or the appearance of potential conflicts of interest, as well as issues relating to director independence. The Governance and Nominating Committee performs this review each year based on the information provided by each director and executive officer on an annual questionnaire and through a review of Capital One’s internal systems for payments or other transactions that could indicate the presence of a related person transaction. In developing its assessment regarding related person transactions for the Board of Directors, the Governance and Nominating Committee relies upon criteria set forth in Capital One’s Corporate Governance Guidelines and its Code of Conduct to evaluate activities or relationships that may create a conflict of interest, including potential related person transactions. In addition to specific prohibitions, these criteria include the extent to which the proposed relationship would be authorized and permitted (or prohibited) by Capital One policies, as well as the potential perspective of third parties regarding such relationships.

Capital One’s Corporate Governance Guidelines and internal written procedures require that any potential conflict of interest, including related person transactions involving any of Capital One’s directors or executive officers, be reviewed by the General Counsel (in the case of a director) and by either the General Counsel or Chief Human Resources Officer (in the case of an executive officer). If the reviewer believes that such relationship could create a conflict of interest or require disclosure as a related person transaction, a second review is conducted by the disinterested members of the Governance and Nominating Committee (in the case of a director) or by the CEO (in the case of other executive officers).

From time to time in the ordinary course of its business, Capital One issues loans and provides other financial services and products to directors, executive officers and/or nominees for director, or to a director’s, executive officer’s or director nominee’s immediate family member, including persons sharing the household of such director, executive officer or director nominee (other than a tenant or employee). Such loans and other financial services and products are made in the ordinary course of business; are on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans and financial services and products with persons not related to the Company; and do not involve more than the normal risk of collectability or present other unfavorable features.

Capital One has had no reportable related person transactions since the beginning of 2016.

 

  Stockholder Engagement Program

Capital One values the input and insights of its stockholders and is committed to continued engagement with investors. Our goal is to engage in a manner that is characterized by both transparency and respect, and that helps management and the Board gain useful feedback on a wide variety of topics that are important to investors, including Company performance and operations, strategic direction, corporate governance, executive compensation, risk and operational oversight and Board leadership, operation and composition, among other matters. As has been true over our history as a public company, our senior management, including our CEO and CFO, routinely provide information to and receive feedback from our investors in a wide variety of formats, including in our quarterly SEC filings (which can be found at www.capitalone.com), quarterly earnings conference calls, our Annual Report and proxy statement, regular investor conferences and road-shows, and meetings with individual investors. We have a staff of professionals in our Investor Relations department who are dedicated full time to respond to questions from stockholders about the Company, its performance and other issues of investor interest. To that end, in 2016 we continued direct engagement and discussions with stockholders representing approximately 60% of our outstanding shares in over 300 interactions with investors.

 

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We have a program to engage proactively with the corporate governance representatives of our larger investors, to ensure that we are receiving feedback focused on important corporate governance matters and issues. Under this program, members of management, including our Investor Relations, Corporate Governance, Executive Compensation and frequently our General Counsel and CFO, meet with key governance contacts at our larger stockholders two times per year. In addition, we contact or respond to other stockholders to engage on specific issues that may arise either before or after our annual meeting. In 2016, discussion topics with our larger investors included Board composition and refreshment, proxy access, other current governance issues, and our executive compensation program. Feedback received from these collaborative and mutually-beneficial discussions is regularly summarized and discussed with our Governance and Nominating Committee, Compensation Committee and full Board. In addition, if during any of these investor meetings, questions or concerns arise that are best addressed through a conversation with one of our directors, management works with the stockholder to arrange for that conversation. Typically, such meetings will be attended by the Lead Independent Director, the Chair of the Compensation Committee and/or the Chair of the Governance and Nominating Committee, depending on the topics the investor wishes to discuss.

In addition, our stockholders have a variety of other channels for expressing their views, including:

 

Voting   

   Our stockholders have the opportunity to vote for the election of all of our directors on an annual basis using a majority voting standard, and, through our annual vote on executive compensation, to regularly express their opinion on our compensation programs

Annual Stockholder Meeting   

   Our senior management and our directors are expected to, and do, attend the annual meeting of stockholders, where all of our stockholders are invited to attend, ask questions and express their views

Written Correspondence   

   A stockholder who would be more comfortable or who might find it more convenient to address the Board in writing can address correspondence to the Board through the Corporate Secretary (at the address provided below); the Board receives and carefully reviews any such correspondence that is related to governance, executive compensation, or other Board related matters

Special Meetings   

   In 2015 our stockholders approved management’s proposal to amend our Articles of Incorporation to allow for stockholders who represent a significant, long-term financial stake in our Company to call a special meeting of stockholders; this change gives additional means for investors to communicate with our Board and management and engage in the governance of our Company

Proxy Access   

   In 2015 the Board amended our bylaws to provide for proxy access, which permits a stockholder or group of up to 20 stockholders who have owned at least 3% of the Company’s outstanding common shares of voting stock continuously for at least 3 years to nominate and include in the Company’s proxy statement a number of director candidates equal to the greater of 2 or 20% of the total Board

This wide breadth of stockholder engagement activities give our stockholders a variety of methods for communicating with management and the Board, and ensures that management and our Board understand and consider the issues that matter most to our stockholders.

 

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  How to Contact Us

 

 

Contact Us

 

Our Directors

 

Communicate with our directors,

including our Lead Independent

Director, Committee Chairs or

Independent Directors as a Group

 

Mail correspondence to:

Board of Directors / Lead Independent Director

c/o Corporate Secretary’s Office

Capital One Financial Corporation

1680 Capital One Drive

McLean, Virginia 22102

 

   

Contact Us

 

Investor

Relations

 

Reach out to our Investor Relations team at any time

 

Email:

Investor.relations@capitalone.com

 

 

The Corporate Secretary will review all communications sent to the Board, the Lead Independent Director, committee chairs, or individual directors and forwards all substantive communications to the appropriate parties. Communications to the Board of Directors, the independent directors or any individual director that relate to Capital One’s accounting, internal accounting controls or auditing matters are referred to the Chair of the Audit Committee and Capital One’s Chief Auditor. Other communications are referred to the Lead Independent Director, the Chair of the appropriate committee and/or the specified director, as applicable.

Please continue to share your thoughts or concerns with us. We value your input and your investment.

 

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Section III – Security Ownership

 

 

  Security Ownership of Certain Beneficial Owners

Based on Schedule 13D and 13G filings submitted to the SEC, Capital One is aware of the following beneficial owners of more than 5% of Capital One’s outstanding common stock. All percentage calculations are based on the number of shares of common stock issued and outstanding on December 31, 2016, which was 480,218,547.

 

  Name and Address      

 Number of Shares of Common Stock 

Beneficially Owned

       Percent of 
Class

Dodge & Cox (1)

555 California Street, 40th Floor

San Francisco, CA 94104

    45,234,252       9.42%

Capital World Investors (2)

333 South Hope Street

Los Angeles, CA 90071

    37,559,107       7.82%

BlackRock, Inc. (3)

55 East 52nd Street

New York, NY 10055

    33,949,154       7.07%

The Vanguard Group (4)

100 Vanguard Blvd.

Malvern, PA 19355

    30,491,073       6.35%

FMR LLC (5)

245 Summer Street

Boston, MA 02210

    29,667,528       6.18%

 

(1)  Based on a Schedule 13G/A (Amendment No. 14) filed on February 14, 2017. As of December 31, 2016, Dodge & Cox reported sole voting power with respect to 42,569,702 shares and sole dispositive power over all shares beneficially owned.

 

(2)  Based on a Schedule 13G/A (Amendment No. 2) filed on February 13, 2017. As of December 30, 2016, Capital World Investors reported sole voting power and sole dispositive power over all shares beneficially owned.

 

(3)  Based on a Schedule 13G/A (Amendment No. 4) filed on January 23, 2017. As of December 31, 2016, BlackRock, Inc. reported sole voting power with respect to 29,633,046 shares and sole dispositive power over all shares beneficially owned.

 

(4)  Based on a Schedule 13G/A (Amendment No. 2) filed on February 10, 2017. As of December 31, 2016, The Vanguard Group reported sole voting power with respect to 777,021 shares, shared voting power with respect to 95,086 shares, sole dispositive power over 29,644,830 shares and shared dispositive power over 846,243 shares.

 

(5)  Based on a Schedule 13G/A (Amendment No. 4) filed on February 14, 2017. As of December 30, 2016, FMR LLC reported sole voting power with respect to 2,265,972 shares and sole dispositive power over all shares beneficially owned.

 

  Security Ownership of Directors and Named Executive Officers

The following table lists the beneficial ownership of Capital One’s common stock as of February 28, 2017, by our directors, the named executive officers in this proxy statement and all directors and executive officers as a group. All percentage calculations are based on the number of shares of common stock issued and outstanding on February 28, 2017, which was 482,365,855.

Except as otherwise indicated below, each director or executive officer had sole voting and investment power for the shares of common stock in the table.

 

  Name       Amount and Nature of Beneficial Ownership       Stock
Settled
RSUs (3)
      Total (4)
     

Common and

Restricted Stock (1)

     

Stock that
May Be
Acquired
Within

60 days (2)

      Total
Beneficial
Ownership
      Percent of
Class
           

Richard D. Fairbank

    2,262,593     3,542,139     5,804,732     1.19%     74,644     5,879,376

R. Scott Blackley

    11,497     0     11,497     *     34,983     46,480

Stephen S. Crawford

    86,846     105,038     191,884     *     79,864     271,748

John G. Finneran, Jr.

    113,213     194,885     308,098     *     50,428     358,526

 

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  Name       Amount and Nature of Beneficial Ownership       Stock
Settled
RSUs (3)
      Total (4)
     

Common and

Restricted Stock (1)

     

Stock that
May Be
Acquired
Within

60 days (2)

      Total
Beneficial
Ownership
      Percent of
Class
           

Frank G. LaPrade, III

    10,687     159,945     170,632     *     49,104     219,736

Sanjiv Yajnik

    111,973     165,432     277,405     *     48,716     326,121

Ryan M. Schneider

    127,228     119,121     246,349     *     63,948     310,297

Patrick W. Gross

    7,539     40,300     47,839     *     0     47,839

Ann Fritz Hackett

    20,656     71,716     92,372     *     0     92,372

Lewis Hay, III

    2,728     81,046     83,774     *     0     83,774

Benjamin P. Jenkins, III

    2,192     10,547     12,739     *     0     12,739

Peter Thomas Killalea

    0     3,090     3,090     *     0     3,090

Pierre E. Leroy

    0     39,300     39,300     *     0     39,300

Peter E. Raskind

    2,000     24,556     26,556     *     0     26,556

Mayo A. Shattuck III

    1,589     86,622     88,211     *     0     88,211

Bradford H. Warner

    14,640     75,053     89,693     *     0     89,693

Catherine G. West

    0     10,547     10,547     *     0     10,547

All directors and executive officers as a group (25 persons)

    3,011,971     5,449,170     8,461,141     1.73%     721,548     9,182,689

 

* Less than 1% of the outstanding shares of common stock.

 

(1)  Includes shares of unvested restricted stock that have voting rights but are not transferable until the end of the period of restriction.

 

(2)  This amount includes shares underlying stock options that are exercisable within 60 days after February 28, 2017, and restricted stock units for which delivery of the shares of common stock underlying the stock units is deferred until the director’s service with the Board of Directors, or for Mr. Fairbank, his employment with the Company, ends.

 

(3)  Restricted stock units held by our officers and which are settled in equivalent number of shares of our common stock upon vesting. Represents unvested stock-settled RSUs as of February 28, 2017.

 

(4)  The amount includes the aggregate total of the “Total Beneficial Ownership” column and the “Stock Settled RSUs” column.

Some of the shares shown in the preceding table are subject to restrictions or not held directly by the director or executive officer. Below is a table showing the number of shares subject to restrictions or not held directly by the director or executive officer.

 

  Name      

Restricted Stock

Units For Which Delivery

of Stock is Deferred

     

Stock Held by, or Tenant in

Common With, Family Member,

Trust or Partnership

Richard D. Fairbank

    241,680     0

R. Scott Blackley

    0     0

Stephen S. Crawford

    0     0

John G. Finneran, Jr.

    0     117,411

Frank G. LaPrade, III

    0     0

Sanjiv Yajnik

    0     0

Ryan M. Schneider

    0     0

Patrick W. Gross

   

40,300

    0

Ann Fritz Hackett

   

40,300

    5,006

Lewis Hay, III

   

40,300

    1,806

Benjamin P. Jenkins, III

   

10,547

    0

Peter Thomas Killalea

   

3,090

    0

Pierre E. Leroy

   

39,300

    0

Peter E. Raskind

   

14,131

    0

Mayo A. Shattuck III

    40,300     0

Bradford H. Warner

    33,524     140

Catherine G. West

    10,547     0

 

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  Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) requires that Capital One’s executive officers and directors, and persons that beneficially own more than 10% of Capital One’s common stock, file certain reports of beneficial ownership of the common stock and changes in such ownership with the SEC and provide copies of these reports to Capital One. As a matter of practice, members of our staff assist our executive officers and directors in preparing initial ownership reports and reporting ownership changes and typically file these reports on their behalf. Based solely on our review of the copies of such forms in our possession and written representations furnished to us, we believe that in 2016 each reporting person complied with these filing requirements, except for Mr. LaPrade, who filed a Form 4 to report a stock option exercise and same-day open market sale of 20,000 shares of Capital One common stock one day late due to an administrative error by the Company.

 

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Section IV – Director Compensation

 

 

  Director Compensation Objectives

The Board of Directors approves the compensation for non-management directors based on recommendations made by the Compensation Committee. The Board of Directors has designed the director compensation program to achieve four primary objectives:

 

  Attract and retain talented directors with the skills and capabilities to perpetuate Capital One’s success;
  Fairly compensate directors for the work required in a company of Capital One’s size and scope;
  Recognize the individual roles and responsibilities of the directors; and
  Align directors’ interests with the long-term interests of Capital One stockholders.

Management directors do not receive compensation for their service on the Board of Directors. In 2016, Mr. Fairbank was Capital One’s only management director.

 

  Director Compensation Procedures

The Compensation Committee annually reviews the compensation program for Capital One’s non-management directors. FW Cook provides competitive compensation data and program recommendations to the Compensation Committee for review. See the discussion under “Compensation Committee – Compensation Committee Consultant” in the “Corporate Governance at Capital One” section on page 27 for further information on the role and responsibilities of FW Cook. The competitive compensation data includes the compensation (cash, equity and other benefits) of non-management directors within Capital One’s peer comparator group. See the discussion under “Market Data” in the “Compensation Discussion and Analysis” section on page 63 for further information on the selection of the peer comparator group. The Compensation Committee considers this information, and FW Cook’s recommendations, and finalizes a proposed compensation structure. The proposed structure is then reviewed and approved by the full Board of Directors, typically in April or May of each year.

Based on their review of competitive market data and guidance from FW Cook in the second quarter of 2016, the Compensation Committee determined that the director compensation program described below meets the objectives listed above.

 

  Director Compensation Structure

On May 5, 2016, the Board of Directors approved a compensation program for Capital One’s non-management directors for the period from May 5, 2016 until Capital One’s 2017 Annual Meeting that is similar to the program for the preceding year. The compensation program consists of an annual cash retainer of $90,000 for service on the Board of Directors. In addition, directors receive cash retainers for committee service and for service as committee chairs and the Lead Independent Director as detailed under “Compensation of Directors” beginning on page 38. Each non-management director serving on May 4, 2016 received an annual award of restricted stock units of Capital One common stock (“RSUs”) on such date, valued at $170,019. Lastly, the Lead Independent Director cash retainer was increased from $30,000 to $50,000 in 2016. This increase was implemented upon consideration of analysis and data provided by FW Cook, and ensures a compensation level commensurate with the market and to appropriately reward the contributions required of this role. Ms. Hackett was the Lead Independent Director in 2016.

 

  Other Benefits

Under the Capital One Financial Corporation Non-Employee Directors Deferred Compensation Plan, non-management directors may voluntarily defer all or a portion of their cash compensation and receive deferred income benefits. Participants in the plan can direct their individual deferrals among nineteen investments available through the plan. Directors that elected a deferral receive their deferred income benefits in cash when they cease serving as directors, upon certain other distribution events specified in the plan, or at such earlier time as

 

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SECTION IV – DIRECTOR COMPENSATION

 

 

authorized by the Compensation Committee. Upon a change of control, Capital One will pay to each director within thirty days of the change of control a lump sum cash payment equal to such director’s account balance as of the date of the change of control. In 2016, Mr. Jenkins elected to defer his cash compensation under this plan. A list of the investments available can be found under “Capital One’s Voluntary Non-Qualified Deferred Compensation Programs” on page 78.

Capital One offered non-management directors the opportunity to direct a contribution of up to $10,000 annually from Capital One to charitable organization(s) of their choice. Each non-management director serving on May 5, 2016 elected to make such a charitable contribution in 2016. In addition, all directors serving on May 5, 2016 were eligible and nine directors elected to participate in a charitable contribution program available to Capital One employees under which Capital One made a contribution of $5,000 to a charitable organization of their choice.

Directors also receive reimbursements for certain board-related expenses including external educational seminars and travel-related costs incurred to attend Board meetings. Such reimbursements are not included as compensation for the directors in the table below.

 

  Stock Ownership Requirements

Capital One requires non-management directors to retain all shares underlying RSUs granted to them by Capital One until their service with the Board of Directors ends, under the terms of their respective grant agreements. The Board of Directors may grant an exception for any case where this requirement would impose a financial hardship on a director. No directors have been granted an exception to this requirement for any outstanding awards of RSUs.

 

  Compensation of Directors

Directors of Capital One received the following compensation in 2016:

 

    Director Name      

Fees Earned or

Paid in Cash (3)

       

Stock

Awards

        Option Awards        

Change in Pension Value

and Nonqualified Deferred

Compensation Earnings

       

All Other

Compensation (4)

        Total  
 

Richard D. Fairbank (1)

                                               
 

Patrick W. Gross

    $ 150,000       $ 170,019                       $ 15,000       $ 335,019  
 

Ann Fritz Hackett

    $ 205,000       $ 170,019                       $ 15,000       $ 390,019  
 

Lewis Hay, III

    $ 150,000       $ 170,019                       $ 10,000       $ 330,019  
 

Peter T. Killalea (2)

    $ 90,000       $ 212,536                       $ 15,000       $ 317,536  
 

Benjamin P. Jenkins, III

    $ 150,000       $ 170,019                       $ 15,000       $ 335,019  
 

Pierre E. Leroy

    $ 135,000       $ 170,019                       $ 15,000       $ 320,019  
 

Peter E. Raskind

    $ 150,000       $ 170,019                       $ 15,000       $ 335,019  
 

Mayo A. Shattuck III

    $ 165,000       $ 170,019                       $ 15,000       $ 350,019  
 

Bradford H. Warner

    $ 150,000       $ 170,019                       $ 15,000       $ 335,019  
 

Catherine G. West

    $ 135,000       $ 170,019                       $ 15,000       $ 320,019  

 

(1)  Management directors do not receive compensation for their service on the Board of Directors. In 2016, Mr. Fairbank was Capital One’s only management director.

 

(2)  Mr. Killalea was appointed as director by the Board on February 24, 2016, and elected by our stockholders at the 2016 Annual Stockholder Meeting. The Board approved a pro-rated compensation package for Mr. Killalea from February 24, 2016 until our 2016 Annual Meeting, consisting of a $22,500 retainer and a grant of 650 RSUs with a grant date fair value of $42,517, valued at $65.41 per share. The RSUs vest one year from the date of grant and delivery of the underlying shares is deferred until Mr. Killalea’s service with the Board of Directors ends. Mr. Killalea did not serve on any Board committees prior to the 2016 Annual Stockholder Meeting.

 

(3)  Represents cash payments during 2016, which include half of the payments under the compensation program for the period from May 5, 2016, until Capital One’s 2017 Annual Meeting and half of the payments under the compensation program for the period from April 30, 2015, until Capital One’s 2016 Annual Meeting.

 

(4)  Each non-management director serving on May 5, 2016 elected to direct contributions from Capital One in an aggregate amount of up to $15,000 to charitable organization(s) of his or her choice.

 

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Compensation for committee service includes retainers for service as chairperson or as a member of a committee as described under the heading “Information About Our Current Board Committee Membership and 2016 Committee Meetings” in the “Corporate Governance at Capital One” section on page 8. Under the most recently approved compensation program, retainers are as follows:

 

    Lead Independent Director Retainer: $50,000
    Chair of the Risk Committee: $45,000
    Chair of the Audit Committee, Compensation Committee or Governance and Nominating Committee: $30,000
    Member of the Risk Committee (other than the chair): $30,000
    Member of the Audit Committee, Compensation Committee or Governance and Nominating Committee (other than the chair): $15,000

Each non-management director serving on May 4, 2016, received a grant of 2,440 RSUs with a grant date fair value of $170,019 valued at $69.68 per share. All RSUs were granted under the 2004 Stock Incentive Plan and were valued at the fair market value of a share of Capital One common stock on the date of grant. The RSUs vest one year from the date of grant and delivery of the underlying shares is deferred until the director’s service with the Board of Directors ends. In addition, prior to 2013, directors were offered the opportunity to elect to forego their cash retainers for a grant of non-qualified stock options under the 2004 Stock Incentive Plan. In 2013, the Compensation Committee determined not to include stock options as part of the director compensation program. The options expire ten years from the date of grant. Upon termination from Board service (other than by removal for cause), a director will have the remainder of the full option term to exercise the vested stock options.

The following table shows the number of RSUs outstanding, including dividends, and the total number of stock options outstanding for each director as of December 31, 2016:

 

  Director Name      

 Number of Outstanding 

Restricted Stock Units

     

 Number of Outstanding 

Stock Options

Patrick W. Gross

    40,300     41,060

Ann Fritz Hackett

    40,300     31,416

Lewis Hay, III

    40,300     40,746

Peter T. Killalea

    3,090     0

Benjamin P. Jenkins, III

    10,547     0

Pierre E. Leroy

    39,300     4,098

Peter E. Raskind

    14,131     10,425

Mayo A. Shattuck III

    40,300     49,737

Bradford H. Warner

    33,524     41,529

Catherine G. West

    10,547     0

 

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Table of Contents

 

 

Section V – Compensation Discussion and Analysis

 

Key Topics Covered in our Compensation Discussion and Analysis:

 

Introduction

     41  

Our Compensation Objectives

     41  

Our Compensation Governance Cycle

     42  

Important Aspects of Our Executive Compensation Programs

     43  

Highlights of our Compensation Program

     43  

Use of Discretion

     44  

Consideration of 2016 Say on Pay Vote and Stockholder Engagement

     44  

Chief Executive Officer Compensation

     45  

Goals and Principles

     45  

CEO Compensation Components

     45  

2016 CEO Compensation Program

     46  

CEO Compensation by Performance Year

     51  

Additional Pay Elements

     51  

2017 CEO Compensation Program

     52  

NEO Compensation

     54  

Goals and Principles

     54  

NEO Compensation Components

     54  

2016 NEO Compensation Program

     55  

NEO Compensation by Performance Year

     59  

Additional Pay Elements

     60  

2017 NEO Compensation Program

     60  

Additional Performance Conditions and Recovery Provisions

     60  

Performance-Based Vesting Provisions

     60  

Performance Share Reduction

     61  

Misconduct Clawback Provisions

     62  

Financial Restatement Clawbacks

     62  

Criteria and Process for Compensation Decisions

     62  

Use of Outside Consultants for CEO Compensation

     62  

Use of Outside Consultants for NEO Compensation

     62  

Market Data

     63  

Tally Sheets

     64  

Other Compensation Arrangements

     64  

Pension and Non-Qualified Deferred Compensation Plans

     64  

Employment Agreements

     64  

Change of Control Agreements

     64  

Post-Employment Compensation Practices

     65  

Other Aspects of Executive Compensation

     65  

Stock Ownership and Retention Requirements

     65  

Prohibition of Hedging and Speculative Trading Activities

     66  

Equity Grant Practices

     66  

Tax Considerations

     66  

 

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SECTION V – COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

   Introduction

Capital One’s executive compensation program is designed to attract, retain and motivate leaders who have the ability to foster strong business results and promote the long-term success of the Company. The Compensation Committee of the Board of Directors (“Committee”) is responsible for, among other matters, developing, approving, monitoring and managing the compensation of all of our executive officers, including the named executive officers defined below. Final decisions regarding the compensation of our executive officers, including our Chief Executive Officer, are made by the Compensation Committee and the other independent directors. This Compensation Discussion and Analysis will review the compensation of the CEO, Richard D. Fairbank, and the following executive officers for 2016:

 

  R. Scott Blackley, Chief Financial Officer (effective May 9, 2016)

 

  Stephen S. Crawford, Head of Finance and Corporate Development (effective May 9, 2016); Chief Financial Officer (prior to May 9, 2016)

 

  John G. Finneran, Jr., General Counsel and Corporate Secretary

 

  Frank G. LaPrade, III, Chief Enterprise Services Officer, Chief of Staff to the CEO

 

  Sanjiv Yajnik, President, Financial Services

 

  Ryan M. Schneider, President, Card (prior to November 28, 2016)

Except as otherwise indicated, as used throughout this proxy statement, the “named executive officers” or “NEOs” means the six executive officers listed above and the CEO, collectively.

 

   Our Compensation Objectives

Capital One’s executive compensation program has four primary objectives.

Strongly link rewards with both business and individual performance while appropriately balancing risk

Capital One emphasizes pay-for-performance at all organizational levels. Typically, as an executive’s level of responsibility increases, so does the proportion of the executive’s pay that is subject to performance criteria. Therefore, the named executive officers have the highest relative portion of their pay directly linked to Company and individual performance, as compared to other associates. Awards made to the named executive officers in February 2017 for the 2016 performance year were based on Company and individual performance, and on demonstrating specific leadership competencies assessed through a comprehensive performance management process that included an individual assessment specifically designed to evaluate the degree to which the executive balanced risks inherent in his or her role. The Chief Risk Officer compiled the assessments and the Chief Human Resources Officer reviewed the assessments for the NEOs. Separately, the Chief Auditor compiled and reviewed the risk assessment for the Chief Risk Officer. The Committee considered the assessments in making its determinations regarding individual performance and compensation levels.

Ensure that total compensation rewards performance over multiple time horizons

Our compensation programs are structured to encourage our executives to deliver strong results over the short-term while making decisions that create sustained value for our stockholders over the long-term. For 2016, approximately 84% of the CEO’s total compensation is equity-based and all at-risk to the performance of the Company’s stock price, and 100% of his compensation is deferred for a three-year period. For 2016, approximately 80% of total target compensation for NEOs other than the CEO was provided through equity-based vehicles which were all at-risk to the performance of the Company’s stock price and subject to vesting over multiple time horizons. The use of deferred, equity-based compensation vehicles with multi-year vesting terms advances our goal of aligning the ultimate value realized by the named executive officers with the performance of the Company’s stock over time because the value of these compensation vehicles increases and decreases based on the performance of the Company’s stock price.

 

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Attract, retain and motivate top executive talent

To attract, retain and motivate exceptional leaders, we believe that compensation opportunities at Capital One must be competitive with the marketplace for talent. The Committee and the independent directors strive to preserve a competitive pay mix and total target compensation values in the executive compensation program, as well as provide competitive total rewards based on our selected peer group.

Align our executives’ interests with those of our stockholders

The Committee and the independent directors remain committed to designing incentive compensation programs that reward individual and Company performance and that are aligned with the creation of stockholder value over the long-term. Because named executive officer compensation is primarily delivered through deferred, equity-based vehicles that vest over multiple time horizons, the named executive officers have a significant stake in the success of the Company. In addition, we established specific stock ownership policies that the named executive officers must meet and stock retention provisions applicable to certain equity awards.

 

   Our Compensation Governance Cycle

The Committee is actively engaged throughout the year. The Committee met seven times in 2016, with each meeting concluding with an executive session without management present. While specific topics may vary from meeting to meeting, the following graph describes the typical annual cycle of the Committee’s activities. For additional detail regarding the Committee’s processes for compensation decisions, see “Criteria and Process for Compensation Decisions” beginning on page 62.

 

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SECTION V – COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

   Important Aspects of Our Executive Compensation Programs

Highlights of Our Compensation Program

The Committee believes that our named executive officer compensation programs balance risk and financial results, reward named executive officers for their achievements, promote our overall compensation objectives and encourage appropriate, but not excessive, risk-taking. The following are some highlights of our compensation program:

 

    What We Do            What We Don’t Do
    We provide primarily long-term, equity-based compensation to our NEOs        û   We do not provide for excise tax gross-up payments
    We provide our CEO with compensation consisting entirely of equity awards and deferred payouts        û   We do not reprice stock options
    We pay our NEOs equity-based awards based on Company and individual performance rather than cash bonuses        û   We do not guarantee incentive awards
    We apply risk balancing so as not to jeopardize the safety and soundness of Capital One        û   We do not provide compensation or awards to our NEOs on terms and conditions that are more favorable than compensation and awards granted to all other executive officers
    We apply performance thresholds to determine the amount of equity delivered at vesting of grants to our NEOs        û   We do not permit our NEOs to engage in short sales, hedging transactions, or speculative trading in derivatives of our securities
    We reduce performance share award values at vesting if the Company does not achieve positive Adjusted ROA        û   We do not permit our NEOs to place their Company securities in a margin account or to pledge their Company securities as collateral for a loan
    We have clawback provisions in our award agreements to ensure accountability        û   Generally we do not utilize employment agreements
    We require a change of control event and a termination to accelerate the vesting of equity awards (double trigger)        û   We do not pay a cash salary to our CEO
    We have an independent compensation consultant advising the Compensation Committee   

In addition, the awards granted to our named executive officers include the following performance and recovery provisions that are designed to further enhance alignment between pay and performance and to balance risks:

 

Performance-

Based Vesting

Provisions

     We include performance-based vesting provisions as part of each stock option and stock-settled RSU award to named executive officers and each cash-settled RSU award to the CEO. These provisions will reduce the total value delivered to the executive at vesting if the Company does not meet certain performance thresholds during the three-year vesting period. The total value can be reduced to zero if the performance threshold is not met in any of the three years in the performance period.

Performance

Share Reduction

       Each performance share award to the named executive officers provides that the total value delivered at vesting will be reduced if for any year in the three-year performance period the Company does not achieve positive Adjusted ROA (as defined on page 62 under “Performance Share Reduction”). The total value can be reduced to zero if positive Adjusted ROA is not achieved in any of the three years in the performance period. This reduction can occur regardless of where the Adjusted ROA ranks relative to a comparator group.

 

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SECTION V – COMPENSATION DISCUSSION AND ANALYSIS

 

 

Misconduct

Clawback

       Each incentive award to the named executive officers is subject to clawback provisions that allow the Committee to seek recovery of all unvested portions of the awards in the event there has been misconduct resulting in a violation of law or Company policy and the named executive officer committed the misconduct or failed in his or her responsibility to manage or monitor the applicable conduct or risks.

Financial

Restatement

Clawback

     Each performance share award to the named executive officers includes clawback provisions that allow the Company to recover shares under the award following a financial restatement.

See “Additional Performance Conditions and Recovery Provisions” on page 60 for more details.

All of the terms and features described above, including the performance-based vesting and clawback provisions, apply to awards granted to all executive officers and not just the named executive officers.

Use of Discretion

The Committee believes that exercising discretion is an important element in reaching balanced compensation decisions and supplements other aspects of Capital One’s pay-for-performance philosophy. By applying discretion, the Committee seeks to mitigate the risks associated with a rigid and strictly formulaic compensation program, which could unintentionally create incentives for our executives to focus only on certain performance metrics, encourage imprudent risk taking, and not provide the best results for stockholders. In addition, the use of discretion allows the Committee to respond to changes in economic conditions, our operating environment, and other significant factors that may affect the long-term performance of Capital One or our lines of business. The use of discretion also allows the Committee to adjust compensation based on factors that would not be appropriately reflected by a strictly formulaic approach, such as the discrepancies between absolute and relative performance levels or recognition of individual performance levels. There are certain performance conditions for which the Committee would not exercise discretion, for example where the minimum performance metric is not met in the award of Performance Share Units or if the performance-based vesting requirements applicable to certain other stock-settled awards are not met.

 

   Consideration of 2016 Say on Pay Vote and Stockholder Engagement

The Committee and the Board of Directors value the input of our stockholders and strive to foster a constructive dialogue with stockholders on matters of executive compensation and corporate governance. At our 2016 Annual Meeting of Stockholders, our stockholders supported our executive compensation program by approving our non-binding advisory vote on executive compensation (“2016 Say on Pay”). Recognizing that the 2016 Say on Pay vote reflected some level of investor concern for the Company’s executive compensation programs, we continued to strengthen our outreach to stockholders to ensure that we maintain strong lines of communication with our stockholders and that the perspectives of our stockholders are shared with the Committee and the Board of Directors. In 2016, management directly engaged with stockholders representing approximately 60% of our outstanding shares in over 300 interactions with investors, as noted above under “Corporate Governance at Capital One—Stockholder Engagement Program.” From these interactions, the Committee and the Board of Directors gained valuable insight into our investors’ views about the Company, including our executive compensation programs. As a result of the feedback received from investors during 2016, the Committee made the following enhancements to our executive compensation programs and disclosure:

 

  Increased alignment of CEO compensation and Company performance by increasing the percentage of the CEO’s total target compensation that is tied to a year-end evaluation of CEO and Company performance from 30% to 40%, providing a more direct link between the CEO’s compensation and the Committee’s and independent directors’ assessment of such performance.

 

  Increased the rigor of relative Company performance governing payouts applicable to performance share awards, which represent 50% of CEO total target compensation and approximately 12.5% of total target compensation of the other NEOs. See “Performance Share Awards” on page 52 for more information.

 

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SECTION V – COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

  Provided greater transparency regarding the Committee’s use of discretion, particularly regarding the year end incentive awards granted to the named executive officers. See “Use of Discretion” on page 44 for more information.

 

  Provided detail regarding the Committee’s process for assessing and determining executive compensation program structures and pay decisions. See “Our Compensation Governance Cycle” on page 42 for more information.

The Committee continues to actively monitor our stockholder engagement with respect to executive compensation matters and has considered stockholder feedback in approving year-end incentive awards for 2016 and structuring and approving the 2017 compensation programs for the named executive officers.

 

   Chief Executive Officer Compensation

Goals and Principles

The Committee’s top priority is to align the interests of the CEO with the interests of our stockholders by directly linking his compensation with the Company’s performance and his contributions to that performance over appropriate time horizons. The Committee believes that all of the CEO’s compensation should be at-risk based on his and the Company’s performance. Each year the Committee approves the form, timing and amount of CEO compensation and makes recommendations to the independent directors for final approval. The Committee considers the CEO’s historical performance and seeks to effectively align the CEO’s interests with the interests of our stockholders over the appropriate time horizons, support safety and soundness and appropriately balance risk. The Committee and the independent directors have the flexibility to adjust compensation decisions from year to year to take into account the Company’s performance and evolving market practices. For example, between performance year 2014 and performance year 2016, the CEO’s total performance year compensation has ranged from $19.6 to $16.7 million.

CEO Compensation Components

The CEO’s compensation for the performance year 2016 was composed of equity awards designed to provide the CEO with an incentive to focus on long-term performance during the year and the opportunity for a year end incentive award based on the Committee’s evaluation of the Company’s performance and the CEO’s contributions to that performance throughout the year. The equity awards granted to the CEO in February 2016 consisted of: stock options; performance shares; and stock-settled restricted stock units. The year end incentive award granted to the CEO in February 2017 consisted of deferred cash and cash-settled restricted stock units. All of the CEO’s equity awards are subject to a three-year deferred vesting or payout schedule.

The chart below shows these elements of CEO compensation as an approximate percentage of the CEO’s total target compensation.

2016 CEO Target Compensation

 

 

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SECTION V – COMPENSATION DISCUSSION AND ANALYSIS

 

 

2016 CEO Compensation Program

The Committee annually reviews and approves the compensation structure of the CEO and makes recommendations to the independent directors for final approval. In February 2016, the Committee and the independent directors reviewed the compensation structure utilized since 2009 for Mr. Fairbank and determined that for 2016 the compensation program would continue to consist of equity awards granted at the beginning of the year plus an opportunity for an additional year-end incentive award based on the Company’s actual performance for 2016. In this manner, the CEO’s compensation continues to be completely at-risk based on the Company’s and Mr. Fairbank’s performance. The Committee and independent directors determined that the compensation program structured in this manner remained appropriate for Mr. Fairbank in 2016 given that the compensation program aligns Mr. Fairbank’s compensation with the Company’s performance over the appropriate time horizons and supports the Company’s executive compensation goals and principles.

The table below summarizes the CEO compensation program that the Committee and the independent directors approved for the 2016 performance year.

 

   

Compensation

Element

     

Timing of Award

Determination

      Basis for Award      

Vesting

Schedule

     

Performance and Recovery

Provisions

    Base Salary     Not applicable     Not applicable     Not applicable     Not applicable
    Stock Options     February 2016     Incentive for Future Company Performance     3-year cliff vesting; expires in 10 years    

 Performance-based vesting provisions

 Misconduct clawback

    Performance Shares     February 2016    

Incentive for Future

Company Performance

    Vest at the end of the 3-year performance period; the number of shares vesting depends on achievement of performance factors    

 Performance share reduction

 Misconduct clawback

 Financial restatement clawbacks

    Stock-Settled RSUs     February 2016     Incentive for Future Company Performance     3-year cliff vesting; settles in Company stock    

 Performance-based vesting provisions

 Misconduct clawback

 

Year-End Incentive

Opportunity

    February 2017     Reward for 2016 CEO and Company Performance     Delivered as combination of cash-settled RSUs and deferred cash bonus; payout after 3 years    

 Performance-based vesting provisions (RSUs only)

 Misconduct Clawback

See “Additional Performance Conditions and Recovery Provisions” on page 60 for more details regarding the performance and recovery provisions applicable to each of the elements of compensation that the Committee approved for the 2016 performance year for the named executive officers.

After considering various factors as described below, without giving particular weight to any specific factor, the Committee and the independent directors determined that a total target compensation amount of $17.5 million was appropriate for Mr. Fairbank’s 2016 compensation program.

When determining the structure and total target compensation opportunity for Mr. Fairbank’s 2016 compensation program, as well as the value for each component of the award, the Committee and the independent directors considered Mr. Fairbank’s and the Company’s performance during 2015 relative to certain financial, operating, safety and soundness and strategic performance factors. In addition, the Committee and the independent directors considered the Company’s performance in 2015 relative to the peer comparator companies’ performance in 2015, the structure and amount of compensation awarded to the chief executive officers of the peer comparator companies and the structure and amount of Mr. Fairbank’s compensation awards in prior years. The Committee and the independent directors also considered the Company’s risk profile and the time horizon over which the deferred, equity-based vehicles will vest, as well as the fact that the ultimate value of Mr. Fairbank’s deferred, equity-based awards will depend on the Company and Mr. Fairbank’s performance over time.

 

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SECTION V – COMPENSATION DISCUSSION AND ANALYSIS

 

 

The chart below shows the pay mix of the CEO’s actual compensation for the 2016 performance year, including the year-end incentive opportunity which consisted of 60% deferred cash and 40% cash-settled RSUs.

2016 CEO Pay Mix

 

 

LOGO

Stock Option Award

In February 2016, Mr. Fairbank received a grant of 106,973 non-statutory stock options at an exercise price of $63.73 per share (which was the fair market value of the Company’s common stock on the date of grant). The benefits to Mr. Fairbank of the stock options are deferred, as the options cannot be exercised until February 15, 2019 and will expire ten years after the date of grant. The option grant had a grant date value of $1,750,003; however, the ultimate value Mr. Fairbank realizes, if any, depends solely on the long-term appreciation in the Company’s stock price. Mr. Fairbank can only realize value from the stock options if and to the extent the Company’s stock price increases after the date of grant and the market value of the stock exceeds the exercise price at some point after the three-year vesting period when the options are exercised. The stock option award is also subject to performance-based vesting conditions and clawback provisions, each as described in more detail under “Additional Performance Conditions and Recovery Provisions” beginning on page 60.

Performance Share Award

In February 2016, based on the above determination by the Committee and the independent directors, Mr. Fairbank was granted an award of performance shares under which he may receive from 0% to 150% of a target number of 137,298 shares of the Company’s common stock based on the Company’s performance over the three-year period from January 1, 2016 through December 31, 2018.

The Company’s performance will be assessed on the basis of Adjusted ROA relative to a comparator group consisting of companies in the KBW Bank Index, excluding three non-traditional banks that do not focus on lending to consumers and businesses (“KBW Index”). The Committee believes that the KBW Index is an appropriate index against which to assess the Company’s performance because it reflects institutions of a comparable size and business mix to the Company. In addition, the Committee believes that relative Adjusted ROA is an appropriate metric for the Company and its stockholders because it achieves a balance of incentivizing and rewarding management to pursue business strategies that reward stockholders over the long term, while discouraging excessive risk-taking or balance sheet leverage in pursuit of those goals.

Under the performance share reduction feature of this award, the number of shares issued at settlement will be reduced if the Company’s Adjusted ROA for one or more fiscal years completed during the performance period is not positive, no matter how well the Company compares to the peer group. If the Company’s Adjusted ROA is not positive in any of the three fiscal years in the performance period, the executive will forfeit the entire award of performance shares. As a result, although Mr. Fairbank’s award had a grant date value of $8,750,002, the number of shares that he ultimately receives, if any, will be solely dependent on the Company’s performance over the performance period. The performance share award also is subject to certain clawback provisions. See “Performance Share Reduction” on page 61 and “Financial Restatement Clawbacks” on page 62 for more information.

 

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SECTION V – COMPENSATION DISCUSSION AND ANALYSIS

 

 

After the end of the three-year performance period, the Committee will certify the Company’s performance and issue the corresponding number of shares of the Company’s common stock, if any, in accordance with the table below. The table below shows potential payouts based on specific Company performance results. Payouts will range between the values shown below for performance that falls between the performance results in the table.

 

         Relative Metric: Adjusted ROA
        

 

³75th

Percentile

  

 

50th

Percentile

  

 

20th

Percentile

  

 

< 20th

Percentile

Number of

years with

positive

Adjusted ROA:

      Three        150%    100%    40%    0%
        Two          125%    83%    33%    0%
        One          100%    67%    27%    0%
      None      0%    0%    0%    0%

Stock-Settled RSU Award

In February 2016, Mr. Fairbank also received a grant of 27,460 stock-settled RSUs. The stock-settled RSU grant had a grant date value of $1,750,026. The stock-settled RSU award vests in full on February 15, 2019 and is subject to performance-based vesting conditions and clawback provisions, each as described in more detail under “Additional Performance Conditions and Recovery Provisions” beginning on page 60.

Year-End Incentive Opportunity

A portion of Mr. Fairbank’s 2016 compensation consisted of an opportunity for a year-end incentive award based on the Company’s performance in 2016. The award had a target value of $5,250,000, but the ultimate value of the award was determined based on the Committee’s evaluation of the Company’s performance during 2016 and Mr. Fairbank’s contributions to that performance relative to the factors shown below related to: financial and operating performance, governance and risk management, strategic performance and winning with our customers and associates. These factors were evaluated on a qualitative and quantitative basis without any specific pre-established targets or weights. The Committee believes that these factors appropriately reflect and balance near term performance and long-term success for the Company’s customers, associates and stockholders.

In 2016, Capital One delivered solid financial performance, improved operating efficiency, resilient growth, and capital distribution to our shareholders. We had industry-leading growth in our Credit Card business and continued the disciplined growth of our Auto and Commercial Banking businesses. The Company continued to make transformational investments in growth and technology to create value today and over the long term. In addition, management continued to build risk management capabilities and is committed to effective, proactive, and sustainable operation of these capabilities. The Committee believes that the actions taken by the named executive officers throughout the year contributed greatly to the Company’s 2016 results and have positioned the Company to deliver on long-term strategic goals and achieve strong, sustainable financial performance over the long term.

 

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In February 2017, the Committee considered the Company’s performance on both a quantitative and qualitative basis. In particular, the Committee considered:

 

         Performance Factor        2016 Performance
         
LOGO     

   Revenue

 

   Expense management

 

   Earnings and  Earnings per share

 

   ROA and ROTCE

 

   Capital management

 

   Total shareholder return

    

   Revenue of $25.5 billion

 

   Pre-provision earnings of $11.9 billion

 

   Efficiency ratio of 53.2%, or 52.7% net of adjustments,(1) demonstrating prudent expense management

 

   Net Income of $3.8 billion

 

   Earnings per share (“EPS”) of $6.89 per common share, fully diluted

 

   Return on Assets (“ROA”) of 1.11%

 

   Return on average common equity of 7.82%; return on average tangible common equity (“ROTCE”) of 11.93%,(2) above bank average

 

   Returned significant capital to our shareholders by completing $3.7 billion of share repurchases and paying a quarterly common stock dividend of $.40 per share

 

   Industry-leading growth in our Credit Card business with net income of $2.2 billion and loan growth of 10.0%

 

   Strong financial and operating results in the Auto business, with new loan originations of $25.7 billion, and solid loan growth of 6% in the Commercial Banking business

 

   One, three and five-year Total Shareholder Return (“TSR”) of 23.8%, 20.7% and 122.7%, respectively

 

             
LOGO     

   Credit performance and underwriting quality

 

   Risk management and compliance

 

   Balance sheet strength

 

   Board and executive governance

 

    

   Strong credit performance including a net charge-off rate of 2.17%, 4.16% for Domestic Card, as management continues to focus on underwriting quality

 

   Higher provision for loan losses primarily driven by the front-loaded credit costs of strong loan growth, particularly in Domestic Card

 

   Continued progress enhancing the soundness and sustainability of the Company’s compliance and risk management programs, including sound management of market and liquidity risk

 

   Common equity Tier 1 capital ratio of 10.1%, calculated under the Basel Pillar III Standardized Approach, as of December 31, 2016

 

   Open and active Board governance model, including access to management, embrace of effective challenge, and proactive stockholder outreach

 

             

 

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         Performance Factor        2016 Performance
         
LOGO     

   Progress toward achievement of long-term strategy

 

   Execution against corporate imperatives

 

   Disciplined investments in infrastructure, technology and growth initiatives

 

   CEO leadership and performance of executive team

 

    

   Significant progress on building the capabilities of a leading information-based technology company

 

   Balanced investments in market opportunities and long-term capabilities, including talent, infrastructure, and process reinvention

 

   Successful integration of GE Healthcare acquisition, enhancing the capabilities and scale in commercial healthcare finance

 

             
LOGO     

   Recruitment and development of world class talent

 

   Associate engagement and retention

 

   Customer advocacy

 

   Brand

 

   Corporate reputation and community engagement

 

   Live our values and champion our culture

 

    

   Achieved strong Net Promotor Scores including record-high levels in both Consumer and Small Business Card

 

   Continued focus on attracting top talent and welcomed over 9,500 new associates, including over 500 military recruits, while maintaining high bar for talent and diversity

 

   Recorded strong associate engagement scores and low voluntary attrition rates

 

   Increased focus on enhancing and developing our executive leadership

 

   Accelerated the development and release of brand-defining software applications and features

             

 

(1)  Efficiency ratio is calculated based on total non-interest expense divided by total net revenue for the period and reflects as-reported results in accordance with U.S. GAAP. The efficiency ratio net of adjustments is a non-GAAP measure that the Committee reviews as part of its assessment of the Company’s performance and reflects adjustments to exclude $161 million from builds in the U.K. Payment Protection Insurance customer refund reserve, a $28 million impairment charge associated with certain acquired intangible and software assets and a $24 million gain related to the exchange of our ownership interest in Visa Europe with Visa Inc. See Exhibit 99.2 to the Form 8-K filed with the SEC on January 24, 2017 for supplemental financial data and corresponding reconciliation of this financial metric to U.S. GAAP.
(2)  ROTCE is a non-GAAP financial measure calculated based on the sum of (i) income from continuing operations, net of tax; (ii) less dividends and undistributed earnings allocated to participating securities; and (iii) less preferred stock dividends, for the period, divided by average tangible common equity. See “MD&A-Table F-Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” on our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for supplemental financial data and corresponding reconciliation of this financial metric to U.S. GAAP.

The Committee also took into account peer comparator group CEO compensation levels, the tenures of each of the peer companies’ CEOs, the varying degrees of success those CEOs have had in leading their respective companies, and Mr. Fairbank’s strategic role as the founder of Capital One.

After considering all of the above factors, in February 2017 the Committee and the independent directors approved year-end incentive awards for Mr. Fairbank totaling $4,462,580. For a second consecutive year, Mr. Fairbank’s year-end incentive awards represent a payout of 85% of the target award value established by the Committee in February 2016. Between performance year 2014 and performance year 2016, Mr. Fairbank’s year-end incentive award has ranged from $4.5 million to $7.4 million. In particular, in determining the 2016 year-end incentive awards the Committee rewarded Mr. Fairbank’s leadership contributions that accelerated the momentum toward the achievement of the Company’s long-term strategic goals and value creation, while recognizing that the rapid loan growth in Domestic Card and strategic investments made to support the Company’s growth opportunities and digital transformation affected certain of the Company’s financial performance metrics listed above, including EPS. The Committee also recognized that the Company’s one and three-year TSR lagged its peers’. While growth and investments may dampen short-term returns to shareholders, the Committee and the independent directors believe that the Company is striking the right balance between investing for the future and delivering attractive returns over the short, medium and long term.

The Committee and the independent directors determined to award Mr. Fairbank’s year-end incentive award using two vehicles: (i) an award of 20,675 RSUs, which had a total grant date value of approximately $1,785,080,

 

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and (ii) a deferred cash bonus in the amount of approximately $2,677,500. Including the year-end incentive opportunity, Mr. Fairbank’s total compensation for the 2016 performance year consisted of 84% equity-based awards and 16% deferred cash. The award of RSUs will vest in full on February 15, 2020, will settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and is subject to performance-based vesting provisions. The cash bonus is mandatorily deferred for three years into the Company’s Voluntary Non-Qualified Deferred Compensation Plan and will pay out in the first calendar quarter of 2020. Both the award of RSUs and the deferred cash bonus are subject to clawback provisions. The performance-based vesting provisions applicable to the RSUs and the clawback provisions applicable to both awards are described in more detail under “Additional Performance Conditions and Recovery Provisions” beginning on page 60.

CEO Compensation by Performance Year

Below is a table showing Mr. Fairbank’s compensation awards as they are attributable to the performance years indicated. For the years shown in the table, Mr. Fairbank’s total target compensation was $17.5 million. Mr. Fairbank’s compensation for performance year 2015 was $16,712,536, a decrease of $2,887,492 or 14.7% compared to his compensation for performance year 2014. Mr. Fairbank’s compensation for performance year 2016 was $16,712,611, which is substantially similar to his 2015 performance year compensation due to a second consecutive year of Mr. Fairbank receiving 85% of his target value of the year-end incentive opportunity. See “Year-End Incentive Opportunity” on page 48 for additional information regarding the year-end incentive granted to Mr. Fairbank for performance year 2016.

 

   

Performance

Year

     

Cash

Salary

     

Deferred Cash

Bonus

     

Cash-Settled

RSUs

     

Stock-Settled

Awards

      Option Awards       Total
    2016     $0     $2,677,500     $1,785,080     $10,500,028     $1,750,003     $16,712,611
    2015     $0     $2,677,500     $1,785,014     $10,500,022     $1,750,000     $16,712,536
    2014     $0     $4,410,000     $2,940,006     $10,500,022     $1,750,000     $19,600,028

The table above is presented to show how the Committee views compensation actions and to which year the compensation awards relate. This table differs substantially from the Summary Compensation Table on page 69 required for this proxy statement and is therefore not a substitute for the information required in that table. There are two principal differences between the Summary Compensation Table and the table above:

 

  The table above reports equity-based awards as compensation for the performance year for which they were awarded, even if the award was granted in one year based on performance for the prior year. As a result, the cash-settled RSU award granted to the CEO in February 2017 for the 2016 performance year, for example, is shown in the table above as 2016 compensation. The Summary Compensation Table reports equity-based awards only in the year in which they were granted.

 

  The Summary Compensation Table reports the change in pension value and non-qualified deferred compensation earnings and all other compensation. These amounts are not a result of current year compensation determinations and are not shown above.

Additional Pay Elements

As part of the CEO compensation program, the Committee and the independent directors also approved certain other programs intended to support Mr. Fairbank’s productivity and well-being. These include:

 

  Executive term life insurance with a benefit level of $5 million;

 

  The ability to participate in a comprehensive voluntary annual health screening;

 

  Maintenance for Mr. Fairbank’s home office;

 

  The use of a driver who also provides for Mr. Fairbank’s personal security; and

 

  The monitoring and maintenance of an electronic home security system.

Additional details on these programs can be found in the “Named Executive Officer Compensation” section beginning on page 68.

 

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2017 CEO Compensation Program

The Committee and the independent directors continue to believe that the CEO compensation program aligns Mr. Fairbank’s compensation with the Company’s performance over the appropriate time horizons and supports the Company’s executive compensation goals and principles. In February 2017, the Committee and the independent directors reviewed the compensation structure utilized in 2016 for Mr. Fairbank and determined that for 2017, the CEO compensation program would continue to consist of equity awards granted at the beginning of the year plus an opportunity for an additional year-end incentive award based on CEO and Company performance for 2017. In this manner, the CEO’s compensation will continue to be completely at-risk based on the Company’s and Mr. Fairbank’s performance and all CEO compensation continues to be subject to a three year deferred vesting or payout. The Committee and the independent directors also determined that for Mr. Fairbank’s 2017 compensation program, a total target compensation amount of $17.5 million, the same total target compensation for 2016, was appropriate.

In response to feedback received from stockholders, the Committee and the independent directors made changes to the year end incentive and performance share elements of the CEO compensation program. The terms of all other compensation granted to Mr. Fairbank in February 2017 are substantially similar to the terms described earlier under “2016 CEO Compensation Program,” including the application of performance-based vesting and clawback provisions.

CEO Year-End Incentive Opportunity

In response to stockholder feedback the Committee and the independent directors modified the structure of the CEO compensation program to eliminate the grant of stock-settled RSUs that were previously granted at the beginning of the performance year and accounted for approximately 10% of the CEO’s total target compensation to increase the percentage of the CEO’s total target compensation that is granted based on CEO and Company performance as the year-end incentive opportunity from 30% to 40%. This change increases the alignment of CEO compensation and Company performance by directly linking a greater portion of the CEO’s compensation to the performance of the CEO and the Company during the performance year which allows the Committee and the independent directors the ability to adjust or eliminate that portion of the CEO’s compensation as appropriate to reflect the performance.

The chart below illustrates the elements of the CEO’s 2017 compensation program as an approximate percentage of his total target compensation:

2017 CEO Target Compensation

 

 

LOGO

Performance Share Awards

During 2016, we received feedback from our stockholders regarding the rigor of our performance share program. Based on this feedback, the Committee and the independent directors revised the performance metrics applicable to performance shares granted in 2017 to require a more rigorous set of relative Company performance hurdles related to the potential payouts made in connection with the awards. The performance share awards represent 50% of CEO total target compensation and approximately 12.5% of total target compensation of the other NEOs. As with previous years, the compensation paid in connection with the performance shares will be based on the

 

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Company’s performance assessed on the basis of Adjusted ROA relative to the KBW Index, and the number of shares issued at settlement will be reduced if the Company’s Adjusted ROA for one or more fiscal years completed during the performance period is not positive, no matter how well the Company performs relative to the peer group. After the end of the three-year performance period, the Committee will certify the Company’s performance and issue the corresponding number of shares of the Company’s common stock, if any, in accordance with the revised metrics set forth in the table below. The table below shows the revised potential payouts based on specific Company performance results. Payouts will range between the values shown below for performance that falls between the performance results shown in the table. For example, Adjusted ROA performance at the 50th percentile of peers will earn 90% of target payout, rather than 100% as in previous years.

 

         Relative Metric: Adjusted ROA
        

 

³80th

Percentile

  

 

55th

Percentile

  

 

25th

Percentile

  

 

< 25th

Percentile

Number of

years with

positive

Adjusted ROA:

  Three    150%    100%    40%    0%
  Two    125%    83%    33%    0%
  One    100%    67%    27%    0%
  None    0%    0%    0%    0%

Beginning with performance share awards granted in 2017, the Company’s positive Adjusted ROA must be at least at the 25th percentile of peers, rather than the 20th percentile, for any performance shares to vest. Similarly, target payout will be achieved at the 55th percentile of peers instead of the 50th percentile, and the maximum payout can only be achieved if the Company performs at the 80th percentile of peers, instead of the 75th percentile. The graph below illustrates the revised performance metrics:

 

 

LOGO

 

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2017 CEO Compensation Decisions

Based on the revised CEO compensation program, in February 2017 the Committee and the independent directors granted to Mr. Fairbank the following compensation:

 

  a performance share award under which he may receive from 0% to 150% of a target number of 101,344 shares of the Company’s common stock based on the Company’s performance over the three-year period from January 1, 2017, through December 31, 2019; and

 

  a grant of 81,486 non-statutory stock options at an exercise price of $86.34 per share (which was the fair market value of the Company’s common stock on the grant date).

The Committee also determined that Mr. Fairbank will have an opportunity to receive an incentive award in late 2017 or early 2018. Any such award will consist of deferred cash, an equity-based award or both and will pay out or vest after a three-year deferral period. The Committee and the independent directors will have absolute discretion to determine whether to make the award, the form of the award and the value of the award relative to the target amount of $7 million, and will base these determinations on the Committee’s evaluation of the Company’s performance in 2017 relative to the same factors described earlier under “2016 CEO Compensation Program – Year-End Incentive Opportunity” related to financial and operating performance, governance and risk management, strategic performance and winning with our customers and associates. The maximum value of the award, if granted, will not exceed one and a half times the target value. The Company expects that any such award will be subject to performance-based vesting and clawback provisions similar to provisions applicable to the 2016 year-end incentive opportunity.

 

   NEO Compensation

Goals and Principles

As with the CEO, the Committee seeks to align the interests of the other named executive officers with the interests of our stockholders by linking compensation to Company performance and the NEOs’ contribution to that performance over the appropriate time horizons, while supporting safety and soundness and appropriately balancing risk. The Committee takes into account each NEO’s historical performance, individual roles and responsibilities and contributions expected from each NEO in the future as well as the recommendations of the CEO, including his assessment of each NEO’s performance. In determining 2016 NEO compensation, the Committee also considered the specific factors discussed below under “Equity Incentive Awards” beginning on page 58. Final decisions regarding NEO compensation are made by the independent directors.

In this section, “NEO Compensation,” the term “NEO” refers to the named executive officers other than the CEO.

NEO Compensation Components

The NEOs traditionally receive a mix of approximately 20% cash and 80% equity-based compensation, consisting of: cash salary, RSU salary, and cash-settled RSUs, which are determined at the beginning of each performance year; and long-term incentive awards, which are determined following the end of each performance year based on the Committee’s evaluation of Company and individual performance during the past year. The long-term incentive awards are equity-based and may consist of performance shares, stock-settled RSUs, and stock options. All of these equity-based awards are subject to deferred vesting over a three-year period. The NEOs do not receive cash bonuses.

 

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The chart below shows these elements of NEO compensation as an approximate percentage of NEO total target compensation:(1)

 

 

LOGO

 

(1)  Due to his mid-year appointment to the position of Chief Financial Officer, Mr. Blackley’s 2016 compensation varied slightly from the chart above. See below for more information regarding Mr. Blackley’s 2016 compensation program. For 2017, Mr. Blackley’s compensation is consistent with the other NEOs.

See “Additional Performance Conditions and Recovery Provisions” on page 60 for more details regarding the performance and recovery provisions applicable to each element of compensation that the Committee approved for the 2015 performance year for the named executive officers.

2016 NEO Compensation Program

The Committee annually reviews and approves the compensation structure for all of our executive officers, including those who are ultimately reported as NEOs, and makes recommendations to the independent directors for final approval. In February, 2016 the Committee and the independent directors approved the 2016 compensation program which is designed to be consistent with the Company’s pay-for-performance philosophy and is generally consistent with the 2015 compensation program. The Committee believes that this pay mix balances stockholder interests while effectively rewarding and motivating key talent.

 

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The table below summarizes the NEO compensation program that the Committee and the independent directors approved for the 2016 performance year.

 

   

Compensation

Element (1)

      Timing of Award
Determination
      Basis for Award      

Vesting

Schedule

      Performance and
Recovery Provisions
   

Base Salary – Cash

      January 2016       Overall experience, skills, performance, and knowledge       Paid in cash throughout the performance year       Not applicable
   

Base Salary – RSUs

      January 2016       Portion of base salary delivered in RSUs       Awarded as RSUs which settle in cash on February 15 following the performance year       Not applicable
   

Cash Bonus

      Not applicable       Not applicable       Not applicable       Not applicable
   

Cash-Settled RSUs

      February 2017      

Reward for 2016

Company

performance

      3-year ratable vesting      

   Misconduct Clawback

 

Stock Options

      February 2017    

Reward for 2016 Individual

Performance and
Incentive for Long-Term Performance

      3-year ratable vesting; expires in 10 years      

   Performance-based vesting provisions

 

   Misconduct clawback

 

Performance Shares

                Vest at the end of the 3-year performance period; the number of shares vesting depends on achievement of performance factors      

   Performance share reduction

 

   Misconduct clawback

 

   Financial restatement clawbacks

   

Stock-Settled RSUs

                  3-year ratable vesting      

   Performance-based vesting provisions

 

   Misconduct clawback

 

(1)  Mr. Blackley was appointed to the position of Chief Financial Officer in May 2016. As a result, his 2016 compensation reflects his pay in his prior role as Executive Vice President and Controller of the Company. See below for more information regarding Mr. Blackley’s 2016 compensation program. Beginning with performance year 2017, Mr. Blackley’s compensation program is consistent with the other NEOs.

Based on the above framework, the Committee and the independent directors determined the 2016 total target compensation for each NEO by considering the following factors:

 

  Each NEO’s performance relative to the Company’s strategic objectives;

 

  Capital One’s historical performance;

 

  The role and qualifications of each NEO (for example, the NEO’s scope of responsibility, experience and tenure and the demonstration of competencies consistent with the Company’s values and the ability to deliver strong, sustainable business results);

 

  Appropriate internal pay differentials and the desire to foster teamwork and collaboration;

 

  Historical pay levels;

 

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  Available role-specific market compensation data from peer comparator companies;

 

  Available information on the structure of compensation packages for senior executives at peer comparator companies;

 

  Market trends in executive compensation (for example, current rates of pay and the prevalence and types of incentive vehicles); and

 

  The overall structure of the compensation program.

Mr. Blackley was appointed as the Company’s Chief Financial Officer effective May 9, 2016; prior to this appointment, he served as Executive Vice President and Controller of the Company. As a result, his compensation for the 2016 performance year reflects a compensation program applicable to Executive Vice Presidents of the Company. Mr. Blackley’s 2016 compensation program was substantially similar to the compensation program for the other NEOs, except that: (1) he received a slightly higher percentage of his compensation as salary (23% instead of 20% of total target compensation); (2) he received a slightly lower percentage of his compensation as long-term incentive opportunity (47% instead of 50% of total target compensation); and (3) he did not receive stock options. Beginning with the 2017 performance year, Mr. Blackley’s compensation program is consistent with the other NEOs.

Base Salaries

For the 2016 performance year, the Committee chose to defer a significant portion of each NEO’s base salary until the end of the year. Rather than award each NEO a base salary entirely in cash, the 2016 base salary for NEOs was delivered in a mix of cash (approximately 20-30% of total target compensation) and RSUs that settled in cash on February 15, 2017 (approximately 15% of total target compensation). In this way, the 2016 compensation program further deferred cash compensation for each NEO and placed it at risk to the performance of the Company’s stock price for the entire performance year.

In January 2016, the Committee and the independent directors approved 2016 base salaries for the NEOs, ranging from $1,040,039 to $2,797,016, which consisted of a cash portion ranging from $630,000 to $1,598,000 and a cash-settled RSU portion ranging from $410,039 to $1,199,016. Individual details for each NEO are provided in the table below showing compensation by performance year.

Year-End Incentive Awards

A portion of the NEO’s 2016 compensation consisted of an opportunity for a year-end incentive award based on the individual NEO and Company performance in 2016. This award, if granted, may consist of stock options, performance shares, and/or RSUs. In February 2017 the Committee and the independent directors determined to award each NEO various equity-based incentive awards as recognition of Company and individual performance in 2016.

Cash-Settled RSU Awards

In February 2017, the Committee and the independent directors approved awards of cash-settled RSUs for the NEOs ranging from $574,075 to $1,199,004, representing a payout at 100% of the target award values established by the Committee in February 2016 based on actual Company performance in 2016. Individual details for each NEO are provided in the table below showing compensation by performance year. The assessment of Company performance for the NEOs is consistent with the assessment performed in connection with the CEO year-end incentive award. The Committee and the independent directors determined that these awards were appropriate in light of the Company’s performance as described under “Year-End Incentive Opportunity” on page 48 in connection with the determinations by the Committee and the independent directors relating to the CEO’s year-end incentive awards.

 

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Equity Incentive Awards

In February 2017, the Committee and the independent directors awarded various equity incentive awards to the NEOs for the 2016 performance year as recognition for individual NEO performance in 2016 and to drive further performance over the long term. At Capital One, equity incentive awards are linked to performance in two ways:

 

  The size of the award is based on each NEO’s individual performance assessment for the year just completed; and

 

  The ultimate value of the award is dependent on Capital One’s performance over time.

Equity incentive awards are designed to emphasize elements that are of particular importance to Capital One given the Company’s unique goals and continually evolving business strategies and objectives. In determining the actual amounts to be awarded to each NEO, the Committee considered each NEO’s contribution to the Company’s performance for 2016 as well as the individual performance of each NEO. The Committee also received input from the CEO on his assessment of each NEO’s individual performance and his recommendations for compensation of the NEOs. The CEO also assessed the degree to which the NEO balanced risks inherent in the NEO’s role. These assessments included the use of both quantitative and qualitative risk measures and were compiled by the Chief Risk Officer and reviewed by the Chief Human Resources Officer, and separately the Chief Auditor compiled and reviewed the assessment for the Chief Risk Officer, before being presented to the Committee and the independent directors for their consideration.

The equity incentive awards consisted of stock-settled RSUs, performance share awards and stock options. The terms of the performance share awards are substantially similar to the terms of the performance share awards granted to our CEO, as described earlier under “2016 CEO Compensation Program—Performance Share Award” and “2016 CEO Compensation Program.” The NEO stock options and stock-settled RSUs vest ratably in one-third increments starting on the first anniversary of the grant date and are subject to performance-based vesting and clawback provisions as discussed below under “Additional Performance Conditions and Recovery Provisions” on page 60. The stock options have an exercise price of $86.34 per share, which was the fair market value of the Company’s common stock on the date of grant.

Mr. Blackley, the Company’s Chief Financial Officer, was awarded 16,939 stock-settled RSUs and a target amount of 5,647 performance shares with a total grant date value for both awards of $1,950,075. The Committee and the independent directors determined to grant these awards based upon Mr. Blackley’s leadership of the Company’s financial reporting, disclosure and related controls, as well as a successful transition into his new role as the Company’s CFO managing investor relations, tax, accounting, and Global Finance business risk.

Mr. Crawford, the Company’s Head of Finance and Corporate Development (effective May 9, 2016) and Chief Financial Officer (prior to May 9, 2016), was awarded 41,317 non-statutory stock options, 23,124 stock-settled RSUs and a target amount of 13,875 performance shares with a total grant date value for all three awards of $4,081,830. The Committee and the independent directors determined to grant these awards based upon Mr. Crawford’s successes in integrative thinking and problem solving, driving the Company’s financial discipline and process improvement, and strengthening the effectiveness of the Finance leadership team, including the successful transition of Mr. Blackley to the role of CFO.

Mr. Finneran, the Company’s General Counsel and Corporate Secretary, was awarded 23,738 non-statutory stock options, 14,762 stock-settled RSUs and a target amount of 8,857 performance shares with a total grant date value for all three awards of $2,549,068. The Committee and the independent directors determined to grant these awards based upon Mr. Finneran’s continued guidance and influence across the enterprise, sound judgment, and strategic leadership. In addition, the Committee and the independent directors considered Mr. Finneran’s ability to deliver advantageous results across regulatory, contractual, negotiation, investigation, and litigation matters.

Mr. LaPrade, the Company’s Chief Enterprise Services Officer and Chief of Staff to the CEO, was awarded 27,955 non-statutory stock options, 15,646 stock-settled RSUs and a target amount of 9,388 performance shares with a total grant date value for all three awards of $2,761,806. The Committee and the independent directors determined to grant these awards based upon the strong performance of the Company’s information technology, brand marketing, and digital banking functions in 2016. The Committee and the independent directors also considered Mr. LaPrade’s dedication to the Company’s mission, his empowering, collaborative, and inspirational leadership, and his ability to drive transformational change.

 

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Mr. Yajnik, the Company’s President, Financial Services, was awarded 22,462 non-statutory stock options, 13,969 stock-settled RSUs and a target amount of 8,381 performance shares with a total grant date value for all three awards of $2,412,100. The Committee and the independent directors determined to grant these awards based upon the solid performance of the Auto business in 2016, including continued disciplined growth in originations, as well as his leadership in driving digital innovation, process improvement, and customer satisfaction across operational, staff and technology functions in Financial Services.

Mr. Schneider, the Company’s President, Card until November 28, 2016, and Senior Advisor (a non-executive advisory role) thereafter, was awarded 31,560 non-statutory stock options, 17,663 stock-settled RSUs and a target amount of 10,598 performance shares with a total grant date value for all three awards of $3,117,846. The Committee and the independent directors determined to grant these awards in recognition of the strong performance of the Credit Card business in 2016, particularly the year-over-year growth for Domestic Card, as well as Mr. Schneider’s leadership in enhancing compliance and risk management programs within the business. The Committee and the independent directors also considered Mr. Schneider’s leadership in furthering the Company’s digital agenda while enhancing the customer experience and increasing customer satisfaction.

NEO Compensation by Performance Year

The table below shows actual NEO compensation as it is attributable to the performance year indicated.

 

    Name      

Performance

Year

      Cash Salary      

Cash

Bonus

     

Cash-Settled

RSUs (1)

     

Stock-Settled

Awards (2)

     

Option

Awards

      Total
   

R. Scott Blackley

    2016     $630,000     $0     $984,114     $1,950,075     $0     $3,564,189
 

Stephen S. Crawford

    2016     $1,598,000     $0     $2,398,020     $3,194,494     $887,336     $8,077,850
      2015     $1,552,000     $0     $2,328,082     $3,100,847     $861,334     $7,842,263
          2014     $1,530,000     $0     $2,700,130     $3,300,039     $916,676     $8,446,845
 

John G. Finneran, Jr.

    2016     $1,020,000     $0     $1,530,074     $2,039,264     $509,804     $5,099,142
      2015     $990,000     $0     $1,486,032     $1,979,326     $494,803     $4,950,161
          2014     $977,000     $0     $1,723,258     $1,913,729     $478,405     $5,092,392
   

Frank G. LaPrade, III

    2016     $983,000     $0     $1,474,122     $2,161,436     $600,370     $5,218,928
 

Sanjiv Yajnik

    2016     $966,000     $0     $1,448,084     $1,929,699     $482,401     $4,826,184
      2015     $937,000     $0     $1,406,056     $1,873,662     $468,416     $4,685,134
          2014     $915,000     $0     $1,615,303     $1,794,467     $448,606     $4,773,376
 

Ryan M. Schneider

    2016     $1,220,000     $0     $1,830,066     $2,440,054     $677,792     $6,167,912
      2015     $1,146,000     $0     $1,720,052     $2,633,133     $731,408     $6,230,593
          2014     $1,119,000     $0     $1,975,275     $2,522,704     $700,744     $6,317,723

 

(1)  For 2016, includes cash-settled restricted stock units (restricted stock unit portion of base salary granted in February 2016 and restricted stock units granted in February 2017).

 

(2)  For 2016, includes stock-settled restricted stock units and performance share award granted in February 2017.

This table is presented to show how the Committee views compensation actions and to which year the compensation awards relate, but it differs substantially from the Summary Compensation Table on page 69 required for this proxy statement and is therefore not a substitute for the information required in that table. There are two principal differences between the Summary Compensation Table and the above table:

 

  The table above reports equity-based awards as compensation for the performance year for which they were awarded, even if the award was granted in one year based on performance for the prior year. As a result, the cash-settled RSU, stock option, stock-settled RSU and performance share awards granted in February 2016 for the 2016 performance year, for example, are shown in the above table as 2015 compensation. The Summary Compensation Table reports equity-based awards only in the year in which they were granted.

 

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  The Summary Compensation Table reports the change in pension value and non-qualified deferred compensation earnings and all other compensation. These amounts are not a result of current year compensation determinations and are not shown above.

Additional Pay Elements

The Committee provides certain other programs intended to support the NEOs’ productivity, well-being and security. These programs provide some level of personal benefit and are not generally available to all employees for 2016, and included the following:

 

  Executive term life insurance with a benefit level of approximately $5 million;

 

  The ability to participate in a comprehensive voluntary annual health screening;

 

  An automobile lease or the use of a driver who also provides personal security; and

 

  The monitoring and maintenance of an electronic home security system.

The Committee has determined that the nature and value of these programs are comparable to those offered to similarly situated executives at our peers. Additional details on these programs can be found in the “Named Executive Officer Compensation” section beginning on page 68.

2017 NEO Compensation Program

Each year, the Committee reviews the NEO compensation program in light of Company performance data, peer comparator group performance data, historical pay information, data on specific market practices and trends, stockholder feedback, and other relevant points of information. The plan consists of multiple compensation vehicles that directly link the NEOs’ compensation with the Company’s performance over multiple time horizons, align the NEOs’ interests with the interests of the Company’s stockholders, support safety and soundness and encourage appropriate risk-taking. Based on feedback received from stockholders, the Committee and the independent directors revised the performance metrics applicable to performance shares granted in 2017, to require a more rigorous set of relative Company performance hurdles related to the potential payouts made in connection with the awards. For a detailed description of these changes, see “Chief Executive Officer Compensation – 2017 CEO Compensation Program.” The 2017 NEO compensation program is otherwise substantially similar to the 2016 program.

 

   Additional Performance Conditions and Recovery Provisions

The awards granted to our named executive officers include the following provisions that are designed to further enhance alignment between pay and performance and balance the risks that our incentive compensation programs might otherwise encourage:

 

  Performance-based vesting provisions;

 

  Performance share reduction;

 

  Misconduct clawback provisions; and

 

  Financial restatement clawbacks.

These terms and conditions apply to incentive awards granted to every executive officer and not just to the named executive officers.

Performance-Based Vesting Provisions

The ultimate value that our named executive officers receive from equity-based incentive awards is tied to our stock price performance over the vesting period. The Committee nevertheless determined that these awards should be subject to additional performance conditions so that the value received by the executives is also conditioned upon the Company continuing to meet certain operating performance thresholds. The vesting of

 

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awards subject to performance-based vesting provisions is conditioned upon the Company meeting specific performance thresholds for each and every fiscal year ending in the three-year vesting period. Any forfeitures will be cumulative over the three-year vesting period. In this manner, regardless of our executives’ past performance and of our stock price performance, the awards subject to performance-based vesting remain at risk of complete forfeiture over the three-year vesting period.

Performance-based vesting provisions apply to the following awards:

 

  All named executive officer stock option awards;

 

  All named executive officer restricted stock and stock-settled RSUs; and

 

  All CEO cash-settled RSUs.

In setting the threshold operating performance conditions, the Company took into account discussions with federal bank regulators. These performance conditions do not present any upside potential for the named executive officers’ compensation but instead create an additional at-risk element to the compensation that has been awarded to them. Imposing these additional performance conditions is designed to further reflect our approach of balancing risk and performance over the long-term.

For awards granted since January 2014, vesting is conditioned on the Company achieving positive Core Earnings (as defined below). If Core Earnings are not positive for any fiscal year in the vesting period, the named executive officer will automatically forfeit 50% of one-years’ worth of vesting (i.e., one-sixth of the total award). In addition, the Committee will determine the extent to which any named executive officer was accountable for the outcome and, based on such determination, the Committee will decide whether any or all of the remaining 50% of one-years’ worth of vesting will also be forfeited. The Committee may also decide to delay the vesting of the applicable portion of the award not so forfeited. For the NEOs, these determinations will be made each year prior to the scheduled vesting date, based on the Core Earnings for the fiscal year ended prior to such vesting date. For the CEO, these determinations will be made prior to the scheduled vesting date at the end of the three-year vesting period, taking into account Core Earnings for each fiscal year within the period.

Core Earnings focuses on whether profits are being generated by our basic business, as opposed to other factors that may not reflect business fundamentals. The terms of the applicable award agreements define “Core Earnings” to mean the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (i) impairment or amortization of intangible assets, (ii) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (iii) the change in the combined uncollectible finance charge and fee reserve. The Committee believes that Core Earnings is an appropriate performance metric to employ for these performance-based vesting provisions because the metric captures major operational costs and risks to the Company’s business, including charge-offs, operating expenses, market and competitive risks and costs to maintain adequate levels of capital and liquidity. Because the metric is based on net income available to common stockholders, it also includes the impact of discontinued operations.

Performance Share Reduction

As described above, the performance share awards granted to the named executive officers employ Adjusted ROA as the performance metric, with the Company’s performance assessed on the basis of Adjusted ROA relative to a comparator group consisting of companies in the KBW Index. Each of these performance share awards is subject to reduction in the event that the Company’s Adjusted ROA for any fiscal year in the three-year performance period is not positive. These reductions will occur regardless of how well the Company’s Adjusted ROA compares to its peers in the KBW Index. If the Company does not achieve positive Adjusted ROA for one year in the performance period, the total number of shares issued on the vesting date will be reduced by one-sixth. If the Company does not achieve positive Adjusted ROA for two years in the performance period, the total number of shares issued on the vesting date will be reduced by one-third. If the Company does not achieve positive Adjusted ROA for any of the three years in the performance period, the named executive officers will forfeit the entire award. In this manner, even if we outperform compared to the comparator group, the performance share awards are at risk of complete forfeiture if we do not achieve a threshold level of performance on an absolute basis.

 

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“Adjusted ROA” means the ratio, expressed as a percentage, of (a) the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of impairment or amortization of intangible assets to (b) the Company’s average tangible assets for the period. This metric is intended to reflect our earnings capacity by focusing on a component of our net income relative to our tangible assets.

Misconduct Clawback Provisions

Beginning with awards granted in January 2013, every incentive award granted to our executive officers includes a clawback provision designed to provide the Committee the authority to recover previously awarded compensation in the event that the Committee determines (i) there has been misconduct resulting in either a violation of law or of Company policy that has caused significant financial or reputational harm to the Company and (ii) either the executive committed the misconduct or failed in his or her responsibility to manage or monitor the applicable conduct or risks.

These clawback provisions have been designed to apply broadly, to a range of potential manifestations of misconduct at any level of the executive’s organization. The unvested portions of all applicable incentive awards will be subject to recovery and at risk of complete forfeiture. In each case, the Committee will determine the amount of compensation to recover, allowing the Committee to calibrate each recovery to the facts and circumstances giving rise to the need for such recovery.

In the event the Committee exercises the clawback provisions in the future, the Company intends to disclose the aggregate amount that the Committee has determined to recover, so long as the underlying event has already been publicly disclosed in the Company’s filings with the SEC.

Financial Restatement Clawbacks

All performance share awards to our executive officers include a clawback that is triggered in the event that the Company issues a restatement of its financial statements, or announces that it expects to issue a restatement within three years after the vesting of an award. If an executive would have been entitled to fewer shares on the vesting date under the restated financial statements, the executive may be required to return to the Company the excess shares awarded to him or her or, in the event he or she has sold or otherwise transferred the shares, he or she may be required to return the net proceeds from the sale or transfer.

 

   Criteria and Process for Compensation Decisions

The Committee considers a number of factors in making compensation decisions with respect to the named executive officers. The Committee relies on a range of objective data including Company performance data, peer comparator group performance data, historical pay information, data on specific market practices and trends, stockholder feedback, and other relevant points of information to inform its business judgment. See “Our Compensation Governance Cycle” on page 42 for details regarding the Committee’s annual activities.

Use of Outside Consultants for CEO Compensation

The Committee engages FW Cook to assist in the design of the CEO compensation program. FW Cook assists the Committee in a number of ways, including proposing and evaluating a peer comparator group, gathering relevant compensation data from the peer comparator companies, discussing relevant market trends and context and developing recommendations on possible plan designs. See the discussion under “Compensation Committee – Compensation Committee Consultant” in the “Corporate Governance at Capital One” section on page 27 for additional information about FW Cook.

Use of Outside Consultants for NEO Compensation

The Chief Human Resources Officer and other members of the Company’s Human Resources department assist the CEO in developing compensation recommendations to the Committee for the NEOs. The Human Resources department typically uses multiple surveys as sources of market compensation data. FW Cook also provides

 

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additional market reference points that the Committee and the independent directors use when evaluating NEO compensation. Other outside consultants provide information to the Human Resources department regarding market practices and trends and research reports and provide subject matter expertise on specific concepts and technical issues related to executive compensation. However, these outside consultants do not recommend either the form or amount of compensation that is to be paid to the NEOs. The Human Resources department is responsible for analyzing the information obtained from the outside consultants and presenting it to the CEO. The CEO then considers all of the information provided by the Human Resources department and the Chief Human Resources Officer and makes his compensation recommendations for the NEOs to the Committee and the independent directors.

Management does not have a contractual arrangement with any compensation consultant to determine or recommend compensation programs for the NEOs. A consultant from FW Cook is present at Committee meetings during which CEO and NEO compensation is discussed and provides market data as well as an independent perspective regarding CEO and NEO compensation practices. FW Cook has no other engagement with, and performs no other services for, Capital One besides the services described above.

Market Data

The Committee reviews data from a group of peer comparator companies within the financial services industry. These organizations are intended to represent the marketplace of companies with whom Capital One competes for business and for executive talent.

FW Cook plays a lead role in evaluating the peer comparator group on an annual basis. Each year, a consultant from FW Cook presents a comprehensive report to the Committee that highlights size, scope and performance information from the peer comparator companies across a variety of metrics. The Committee specifically considers the Company’s percentile rank versus peer comparator companies across the following financial metrics:

 

  Revenue

 

  Assets

 

  Market value

 

  Net income available to common stockholders

 

  U.S. deposits

 

  Loans held for investment

 

  Diluted earnings per share growth
  Return on average tangible common equity

 

  Adjusted ROA

 

  Tier 1 common capital ratio

 

  Charge-off rate

 

  Ratio of stock price to tangible book value

 

  Ratio of stock price to earnings

 

  Total stockholder return
 

 

After reviewing this information, the Committee recommends a final peer comparator group to the independent directors for approval. The peer comparator group is reviewed each year and adjusted, as appropriate, so that the size, scope, performance and business focus of the peer comparator companies reflect Capital One’s competitive environment. For 2016, the peer comparator group included the following companies:

 

American Express

       Discover Financial Services        Regions Financial

Bank of America Corporation

       Fifth Third Bancorp        SunTrust Banks

BB&T Corporation

       J.P. Morgan Chase        U.S. Bancorp

Citigroup

     PNC Financial Services      Wells Fargo & Company

The Committee believes that the peer comparator group reflects the competitive environment for the Company, particularly the performance and business focus of the companies in the peer comparator group and the competition for talent, and made this determination after considering, among other things, stockholder feedback as described earlier under “Consideration of 2016 Say on Pay Vote.” The Committee determined to maintain the same peer comparator group for purposes of designing the 2017 compensation programs, and approved the comparator group in July 2016.

 

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Typically, compensation data from the peer comparator group is used to inform the Committee’s determination of the total compensation target values for the named executive officers. As of December 31, 2016, Capital One was positioned at or near the median of the peer comparator group in terms of total assets, loans, deposits, revenues, net income, and market value.

Tally Sheets

In addition to considering market data from our peer comparator group (when available), the Committee also considers information contained on total compensation tally sheets for the CEO and each NEO. The tally sheets summarize multiple components of current and historical compensation, as well as the potential value of post-termination arrangements. The tally sheets are just one point of information used by the Committee in the process of determining CEO and NEO compensation. They help the Committee understand the historical context that is relevant to current compensation decisions, such as the CEO and each NEO’s accumulated equity value. The tally sheets also help the Committee assess the potential downstream consequences of its decisions, such as the potential value to be received by the CEO and each NEO upon separation due to a change of control, retirement or other termination scenarios.

 

   Other Compensation Arrangements

Pension and Non-Qualified Deferred Compensation Plans

Capital One does not have any active pension plans for the NEOs. We offer a voluntary, non-qualified deferred compensation plan that restores participating NEOs, excluding the CEO, to the level of savings they would have achieved if they had not been impacted by IRS limits governing our qualified 401(k) plan. It also allows the NEOs, excluding the CEO to defer additional pre-tax compensation in order to save for retirement.

Capital One annually reviews programs and practices at our peer comparator companies and across the financial services industry. We also review changes in the legal and regulatory environment pertaining to retirement programs. Each of our named executive officers participated in Capital One’s Voluntary Non-Qualified Deferred Compensation Plan (“Plan”) in 2016. Details of the Plan can be found under “Capital One’s Voluntary Non-Qualified Deferred Compensation Programs” on page 78.

Employment Agreements

Capital One typically does not enter into defined term employment agreements with the named executive officers in order to maintain maximum flexibility in establishing separation terms at the appropriate time and considering their current circumstances. The Committee retains full discretion to approve employment agreements on an exception basis and has done so for exceptional circumstances in the past.

Change of Control Agreements

Each named executive officer is a party to an agreement providing certain benefits if his employment terminates in connection with a change of control as well as compensation and benefits protections during the two year period following the change of control. The Committee determined that such agreements were appropriate based on their prevalence within the banking and financial services industry and given the dynamic nature of merger and acquisition activity among these institutions.

The change of control agreements define compensation and benefits payable to named executive officers in certain merger and acquisition scenarios, giving them some degree of certainty regarding their individual outcomes in these circumstances. The Committee believes these agreements allow the named executive officers to remain neutral and consider a full range of decisions that are focused on maximizing stockholder value. The change of control agreements are also intended to allow Capital One’s businesses to operate with minimal disruption in the event of a change of control by providing each named executive officer with an incentive to remain in his or her leadership role up to and beyond the transaction date. In addition to compensation and benefits protections during a two-year protection period after a change of control, the named executive officers are entitled to severance-type benefits under the agreements if their employment is actually terminated as a result of (or in anticipation of) certain merger and acquisition scenarios.

 

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Both eligibility for participation and the structure of payments under these agreements are designed to be aligned with market practice in the banking and financial services industry. Our program is designed so that our stockholders are not faced with disproportionate severance costs that may impair potential merger opportunities. In addition, our change of control agreements for executive officers do not provide for excise tax “gross-up” payments. The program also supports our ability to attract and retain talented executives by providing them with a competitive level of benefits.

Projections of potential payouts to the named executive officers under these agreements are included in the total compensation tally sheets reviewed by the Committee on an annual basis. Although the potential change of control payouts do not necessarily impact annual decisions on NEO pay, reviewing this information allows the Committee to fully understand the downstream implications of its decisions and the resulting impact to the Company and its stockholders.

Post-Employment Compensation Practices

The CEO has no employment or severance arrangement with the Company other than the change of control agreement as described above. If an NEO, excluding the CEO, separates from Capital One, he or she is entitled to receive the amounts set forth in the Company’s Executive Severance Plan, which provides for a payment of up to 30% of the NEO’s current target total compensation plus partially subsidized health, dental and vision benefits through COBRA, term life continuation and outplacement services. The Committee may exercise its business judgment in approving additional amounts in light of all relevant circumstances, including the NEO’s term of employment, past accomplishments, reasons for separation from the Company, potential risks and the NEO’s willingness to restrict his or her future action(s), such as through an agreement not to compete or solicit the Company’s customers or employees. Capital One has asked certain NEOs to enter into various agreements that contain restrictive covenants related to confidentiality, non-competition, non-solicitation and ownership of work product. For additional information, see “Restrictive Covenants” in the “Named Executive Officer Compensation” section beginning on page 80. Upon retiring from the Company, employees are generally entitled to receive certain retiree medical benefits, including subsidized medical benefits for qualified individuals.

 

   Other Aspects of Executive Compensation

Stock Ownership and Retention Requirements

Consistent with their responsibilities to our stockholders, the executive officers are required to maintain a significant financial stake in the Company. To this end, the CEO and the NEOs must own shares of Capital One stock with a fair market value of at least the following annual cash salary multiples:

 

 Role          Salary Multiple

 CEO

     5X

 Other NEOs and Executive Officers

     3X

Given that the CEO’s compensation program does not include a base salary, his ownership requirement is based on a notional salary established by the Committee and the independent directors, which is currently $1,000,000.

Ownership requirements may be fulfilled using the following shares:

 

  Shares owned without restriction;

 

  Unvested restricted stock;

 

  Unvested stock-settled RSUs;

 

  Shares acquired through the Associate Stock Purchase Plan; and

 

  Shares owned through Capital One’s 401(k) Plan.

The Committee reviews the guidelines and monitors the named executive officers’ compliance with them. New executive officers are given two years from the date of promotion to or appointment as an executive officer to

 

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comply with these requirements. In the event that an executive officer is not in compliance with these requirements, the Committee has the right to take action, including reducing the executive officer’s compensation. The named executive officers are currently in compliance with this requirement.

In addition, the Company has stock retention requirements for certain equity awards made to the named executive officers. Each executive must hold 50% of the after-tax net shares acquired upon the vesting of performance share awards, restricted stock, and stock-settled RSUs (i) during the executive’s term of employment with Capital One, or (ii) prior to the first anniversary of the executive’s separation from Capital One, for one year after the vesting of such award. These stock ownership and retention requirements apply to all of our executive officers.

Prohibition of Hedging and Speculative Trading Activities

All of Capital One’s executive officers and directors are prohibited from engaging in short sales, hedging transactions or speculative trading in derivative securities of Capital One stock and from using their Capital One stock in a margin account or pledging Capital One stock as collateral for a loan.

Equity Grant Practices

Capital One strives to maintain equity grant practices that demonstrate high standards of corporate governance. Annual incentive awards are approved by the Committee and the independent directors (or by delegated authority to the Chief Human Resources Officer for certain employees who are not executive officers) at regularly scheduled meetings in the first quarter of each year. The date of grant is the actual date on which the Committee approves the awards. The Committee may grant awards of restricted stock, restricted stock units, stock options or other equity awards outside of the annual incentive cycle. The Committee has delegated authority to the CEO to award restricted stock and to the Chief Human Resources Officer to award stock-settled and cash-settled RSUs (but not options or other equity awards) to employees who are not executive officers, subject to a maximum amount of $2 million for any employee in any one year. These awards are designed to be used for new hires and for special programs designed by management to incentivize and reward current employees of the Company. The Committee reviews all grants made by delegation at least once per year.

With respect to awards of stock options, the exercise price is always the Fair Market Value of the Company’s stock on the date of grant. Under the terms of our 2004 Stock Incentive Plan, “Fair Market Value” is equal to the closing price of the Company’s common stock on the date of grant.

The Company does not seek to time equity grants to take advantage of material non-public information and in no event is the grant date set to a date that is prior to the date of approval.

Tax Considerations

The Committee carefully considers the tax impacts of its compensation programs on the Company, as well as on its executives. To maintain flexibility in compensating executive officers, the Committee does not require all compensation to be paid or awarded in a tax-deductible manner. However, it is the Committee’s intent to maximize tax deductibility to the extent reasonable, provided the Company’s programs remain consistent with the Company’s overall executive compensation objectives.

With respect to the named executive officers (other than the Chief Financial Officer), Section 162(m) of the Internal Revenue Code limits the federal tax deduction for compensation paid to the executive to $1 million. Amounts in excess of $1 million are also eligible for the deduction if the compensation qualifies as “performance-based.” The Company’s 2004 Stock Incentive Plan provides for the establishment of specific performance thresholds to be tied to equity-based awards that may allow these awards to qualify as “performance-based” for the purposes of 162(m).

The following awards were granted in February 2016 for the 2015 performance year to executive officers of the Company, including the named executive officers: performance share awards, RSUs (other than the RSUs representing a portion of base salary) and the deferred cash bonus to the CEO. These grants were made following a determination by the Committee and the independent directors that a performance threshold was met.

 

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Under this performance threshold, which had been established in January 2015, the CEO and NEOs would receive these awards only if the Company achieved positive Core Earnings ROA from Continuing Operations for the 2015 fiscal year. For purposes of this performance metric, “Core Earnings ROA from Continuing Operations” means the ratio, expressed as a percentage, of (A) the Company’s Core Earnings from Continuing Operations for the 2015 fiscal year to (B) the Company’s average total assets for the period. Core Earnings from Continuing Operations means the Company’s net income from continuing operations, excluding, on a tax-adjusted basis, the impact of (i) impairment or amortization of intangible assets, (ii) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (iii) the change in the combined uncollectible finance charge and fee reserve. The Company’s Core Earnings ROA from Continuing Operations for fiscal year 2015 was positive. Therefore, the Company expects the awards made in February 2016 to be tax-deductible as “performance-based” compensation.

In February 2016, the Committee and the independent directors again established a performance threshold that the Company had to meet in order for the following awards to be granted for the 2016 performance year to executive officers of the Company, including the named executive officers: performance share awards, RSUs (other than the RSUs representing a portion of base salary) and the deferred cash bonus to the CEO. Under this performance threshold, the CEO and NEOs would receive these awards only if the Company achieved positive Core Earnings ROA from Continuing Operations for the 2016 fiscal year. For purposes of this performance metric, Core Earnings ROA from Continuing Operations means the ratio, expressed as a percentage, of (A) the Company’s Core Earnings from Continuing Operations for the 2016 fiscal year to (B) the Company’s average total assets for the period. Core Earnings from Continuing Operations has the same meaning as described in the preceding paragraph. The Company’s Core Earnings ROA from Continuing Operations for fiscal year 2016 was positive. Therefore, the Company expects the awards made in February 2017 to be tax-deductible as “performance-based” compensation.

The Company also expects that all stock options awarded in 2016 or for the 2016 performance year to the CEO and NEOs will be deductible as “performance-based” compensation.

 

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Section VI – Named Executive Officer Compensation

 

The Summary Compensation Table below provides information about compensation for the fiscal years ended December 31, 2016, 2015 and 2014 for the named executive officers. As discussed in the “Compensation Discussion and Analysis” section beginning on page 40, our executive compensation program is heavily weighted towards equity-based and at-risk elements of compensation. Under SEC rules, equity-based compensation is reported below in the year in which it is awarded, which may not correlate to the year for which it is paid.

With respect to the compensation reported below for our Chief Executive Officer:

 

  84% of the CEO’s total compensation is equity-based and at-risk to the performance of the Company’s stock price, with 100% of his compensation deferred for a three-year period.

 

  Amounts shown in the table below for the CEO for 2016 represent stock options, performance shares, and stock-settled RSUs granted in February 2016 and a deferred cash bonus awarded in February 2017 for 2016 performance. The CEO also was granted cash-settled RSUs in February 2017 for the 2016 performance year, which are not shown in the table below.

 

  Amounts shown in the “Stock Awards” column for 2016 also include cash-settled RSUs granted to the CEO in February 2016 for the 2015 performance year.

With respect to the compensation reported below for the NEOs other than the CEO:

 

  Base salary comprised between 35% and 45% of total target compensation.

 

  Each NEO other than the CEO received a portion of his or her 2016 base salary in cash that was paid throughout the year and a portion in cash-settled RSUs that were granted in February 2016 and settled in cash in February 2017. These cash-settled RSUs are included in the table below in the “Stock Awards” column for 2016.

 

  Amounts shown for 2016 in the table below also include stock options, performance shares, stock-settled RSUs, and cash-settled RSUs granted in February 2016 for the 2015 performance year. The NEOs other than the CEO also were granted equity awards in February 2017 for the 2016 performance year, which are not shown in the table below. The NEOs were not eligible for cash bonuses for 2016.

Amounts paid to the CEO and the other NEOs in 2016 for other compensation and benefit programs are listed under the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” and “All Other Compensation” columns. The details of these program amounts are provided in the footnotes.

 

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SECTION VI – NAMED EXECUTIVE OFFICER COMPENSATION

 

 

The footnotes to the table below provide additional explanation regarding compensation attributable to each performance year. Further information on the timing of awards under the 2016 compensation programs for the CEO and the other NEOs can be found under “CEO Compensation Components” and “NEO Compensation Components” in the “Compensation Discussion and Analysis” section beginning on pages 45 and 54, respectively.

 

  2016 Summary Compensation Table

 

  Name and Principal

  Position

      Year       Salary (6)       Bonus (7)      

Stock

Awards (8)

     

Option

Awards (9)

     

Change in

Pension Value

and Non-

Qualified

Deferred

Compensation

Earnings (10)

     

All Other

Compensation  (11)

      Total

Richard D. Fairbank

Chair, CEO and
President (1)

    2016     $0     $2,677,500     $12,285,042     $1,750,003     $3,407     $205,185     $16,921,137
    2015     $0     $2,677,500     $13,440,028     $1,750,000     $3,357     $144,289     $18,015,174
    2014     $0     $4,410,000     $13,343,815     $1,750,000     $3,195     $129,464     $19,636,474

R. Scott Blackley

Chief Financial Officer (2)(3)

    2016     $617,769     $0     $2,597,024     $0         $132,046     $3,346,839
                               
                                               

Stephen S. Crawford

Former CFO,
Head of Finance and
Corporate Development (2)(4)

    2016     $1,592,692     $0     $5,463,891     $861,334         $280,676     $8,198,593
    2015     $1,549,462     $0     $6,039,153     $916,676         $272,031     $8,777,322
    2014     $1,526,538     $0     $5,376,001     $755,714         $282,002     $7,940,255

John G. Finneran, Jr.

General Counsel and Corporate Secretary (2)

    2016     $1,016,538     $0     $3,487,369     $494,803     $778     $219,255     $5,218,743
    2015     $988,500     $0     $3,661,947     $478,405     $785     $199,231     $5,328,868
    2014     $974,692     $0     $3,708,724     $478,413     $842     $200,481     $5,363,152

Frank G. LaPrade, III
Chief Enterprise Services Officer (2)

    2016     $974,577     $0     $3,329,446     $530,369         $193,202     $5,027,594
                               
                                               

Sanjiv Yajnik
President, Financial Services (2)

    2016     $962,654     $0     $3,300,705     $468,416         $203,132     $4,934,907
    2015     $934,462     $0     $3,439,765     $448,606         $219,681     $5,042,514
    2014     $912,923     $0     $3,477,040     $448,616         $191,306     $5,029,885

Ryan M. Schneider
Former President, Card (2)(5)

    2016     $1,211,462     $0     $4,408,204     $731,408         $229,563     $6,580,637
    2015     $1,142,885     $0     $4,534,930     $700,744         $227,635     $6,606,194
    2014     $1,116,462     $0     $4,251,285     $609,345         $212,210     $6,189,302

 

(1)  Mr. Fairbank’s compensation for 2016 consisted of stock options, performance shares, stock-settled RSUs, and a year-end incentive opportunity (payable in deferred cash bonus and cash-settled RSUs), in addition to certain perquisites. Mr. Fairbank received a portion of his total compensation for 2016 in February 2016 (stock options, performance shares, and stock-settled RSUs), which is reflected in the table above for 2016. Mr. Fairbank received the remainder of his compensation for 2016 in February 2017 (the year-end incentive opportunity delivered partially in cash-settled RSUs and the remainder in deferred cash bonus). The portion of the year-end incentive opportunity delivered as deferred cash bonus to Mr. Fairbank in February 2017 is included in the table above, while the portion delivered as cash-settled RSUs is not. His compensation for 2015 included cash-settled RSUs granted in February 2016 (a portion of his 2015 year-end incentive opportunity), which are included in the table above for 2016. See “CEO Compensation by Performance Year” in the “Compensation Discussion and Analysis” section on page 51 for more information on how the Compensation Committee views compensation actions and to which year the compensation awards relate.

 

(2)  For NEOs other than the CEO, compensation for 2016 consisted of cash base salary, stock options (other than Mr. Blackley), performance shares and three grants of RSUs (one representing a portion of base salary which settles in cash), in addition to certain perquisites. The cash-settled RSUs representing base salary are included in the table above for 2016, however the other equity-based awards for 2016 performance were granted in February 2017 and are not included in the table above. The stock options, performance shares, stock-settled RSUs and cash-settled RSUs granted in February 2016 for 2015 performance are included in the table above for 2016. See “NEO Compensation by Performance Year” in the “Compensation Discussion and Analysis” section on page 59 for more information on how the Compensation Committee views compensation actions and to which year the compensation awards relate.

 

(3)  Mr. Blackley was appointed to the position of Chief Financial Officer in May 2016. As a result, his 2016 compensation reflects the position he held at the beginning of 2016: Executive Vice President and Controller of the Company. See below for more information regarding Mr. Blackley’s 2016 compensation. Beginning with performance year 2017, Mr. Blackley’s compensation program is consistent with the other non-CEO named executive officers.

 

CAPITAL ONE FINANCIAL CORPORATION  

 

 

  2017 PROXY STATEMENT  

 

    69

 


Table of Contents
SECTION VI – NAMED EXECUTIVE OFFICER COMPENSATION

 

 

 

(4)  Mr. Crawford served as the Company’s Chief Financial Officer from May 2013 until May 2016, when he became Head of Finance and Business Development.

 

(5)  In November 2016, Mr. Schneider ceased to be an executive officer of the Company. He served as President, Card, from December 2007 to November 2016.

 

(6)  The amounts shown in this column represent the cash portion of base salary for the NEOs. The remaining portion of base salary for 2016 was delivered in cash-settled RSUs, as described under “Base Salaries” in the “Compensation Discussion and Analysis” section on page 57, and is included in the “Stock Awards” column in the table above.

 

(7)  The amount shown in this column for 2016 reflects Mr. Fairbank’s deferred cash bonus for 2016 performance awarded in February 2017 as described under “Year-End Incentive Opportunity” in the “Compensation Discussion and Analysis” section on page 48.

 

(8)  The amounts shown in this column for 2016 represent the grant date fair value of performance shares, stock-settled RSUs and cash-settled RSUs granted to the named executive officers in 2016, calculated in accordance with FASB ASC Topic 718. The grant date fair value of performance shares included in this column assumes a payout at the target performance level. For additional information, including performance share awards at maximum performance on a per executive basis, refer to footnote 3 to the Grants of Plan-Based Awards Table below.

 

(9)  The amounts shown in this column for 2016 represent the grant date fair value of stock options granted to the named executive officers in 2016, calculated in accordance with FASB ASC Topic 718. For information on the valuation assumptions of these awards, refer to footnote 4 to the Grants of Plan-Based Awards Table below.

 

(10)  The amounts shown in this column represent the change in the actuarial present value of the accumulated pension benefits for Messrs. Fairbank and Finneran under the Cash Balance Pension Plan and the Excess Cash Balance Plan. The interest crediting rate for the Cash Balance Pension Plan changes annually based on the average yield of 5-year Treasury Securities for the preceding 12 months. For the Excess Cash Balance Plan, the interest crediting rate changes monthly based on the Wall Street Journal Prime Rate. Earnings under the Voluntary Non-Qualified Deferred Compensation Plan were not above-market and therefore are not reported above.

 

(11)  All other compensation consists of the following on a per executive basis:

 

  Named Executive

  Officer

      Auto (a)      

Travel

and

Aircraft

     

Health

Screening

     

Driver and

Security

     

Company

Contributions to

Defined Contribution

Plans (b)

      Insurance (c)       Other (d)

Richard D. Fairbank

    $—     $—     $1,654     $153,465(e)     $—     $19,320     $30,746

R. Scott Blackley

    $22,756     $—     $—     $—     $100,638     $3,652     $5,000

Stephen S. Crawford

    $15,955     $—     $—     $—     $251,595     $7,080     $6,046

John G. Finneran, Jr.

    $17,107     $—     $1,900     $10,987(f)     $164,895     $19,320     $5,046

Frank G. LaPrade, III

    $19,557     $—     $—     $6,908(f)     $159,315     $5,855     $1,567

Sanjiv Yajnik

    $25,772     $—     $3,106     $265(f)     $156,705     $11,280     $6,004

Ryan M. Schneider

    $20,810     $—     $3,537     $265(f)     $194,925     $4,980     $5,046

 

(a)  Represents the value attributable to personal use of Company-provided automobile benefits. The cost of automobile benefits is determined on an annual basis and includes, as applicable, annual car lease, automobile service fees, and other related miscellaneous expenses (such as fuel and maintenance). Mr. Fairbank does not participate in the Company-provided automotive benefit.

 

(b)  Represents Company contributions under qualified and non-qualified deferred compensation programs and other supplemental executive retirement benefits.

 

(c)  Represents life insurance premiums paid on behalf of the executives.

 

(d)  Represents contributions made by Capital One to charitable organizations chosen by CEO (up to $30,000) and the other NEOs (up to $5,000), incidental expenses incurred in connection with corporate events. Additionally for Mr. Crawford, the total value includes a cash amount paid to him in connection with entering into an Amended and Restated Non-Competition Agreement with the Company in May 2016. For additional details regarding Mr. Crawford’s Amended and Restated Non-Competition Agreement, see “Non-Competition Agreements” beginning on page 80.

 

(e)  Represents costs attributable to personal use of a driver who operates Mr. Fairbank’s personal vehicle and also provides for Mr. Fairbank’s personal security ($76,529). Amount shown also includes aggregate cost to the Company for home security services ($76,936) for Mr. Fairbank. The percent of personal use of the driver’s services is tracked throughout the calendar year and then applied to the full expense amount for personal security.

 

(f)  Represents aggregate cost to the Company for home security services provided to executives.

 

  2016 Grants of Plan-Based Awards

The Grants of Plan-Based Awards table provides details on equity incentive plan awards granted in 2016 including stock options, performance shares, cash-settled RSUs and stock-settled RSUs.

The columns reporting “Estimated Future Payouts Under Equity Incentive Plan Awards,” “All Other Stock Awards” and “All Other Option Awards” relate to Capital One’s equity-based incentive awards to the named executive officers.

 

70  

 

     

CAPITAL ONE FINANCIAL CORPORATION  

 

 

  2017 PROXY STATEMENT

 


Table of Contents
SECTION VI – NAMED EXECUTIVE OFFICER COMPENSATION

 

 

2016 Grants to CEO

For 2016, awards granted to the CEO are comprised of stock options, performance shares, and stock-settled RSUs granted in February 2016 as part of the CEO’s 2016 compensation program and cash-settled RSUs granted in February 2016 for 2015 performance.

Stock Options. The stock options become exercisable on February 15, 2019 and expire in ten years from the grant date.

Performance Shares. The performance shares will be issued based on the Company’s Adjusted ROA over the three-year period from January 1, 2016 through December 31, 2018, relative to the KBW Bank Sector index, excluding custody banks. The total value delivered at vesting will be reduced if for any of the years in the three-year performance period the Company does not achieve positive Adjusted ROA, regardless of how well the Company compares to its peers in the KBW Bank Sector index over the performance period. See “2016 CEO Compensation Program” in the “Compensation Discussion and Analysis” section beginning on page 46 for more details on the performance share awards. Dividend equivalents are accrued on the performance shares at the same time as dividends are paid out to the Company’s other stockholders and are paid out as additional shares only on the performance shares that actually vest based on the results certified by the Compensation Committee.

Cash-Settled Restricted Stock Units. The cash-settled RSUs and stock-settled RSUs vest in full on February 15, 2019. The cash-settled RSUs settle in cash based on the average closing price of the Company’s common stock for the 15 trading days preceding the vesting date. Dividend equivalents are accrued on the cash-settled and stock-settled RSUs at the same time as dividends are paid to the Company’s other stockholders and are paid at the time of vesting, adjusted for performance-based vesting results.

2016 Grants to NEOs (other than the CEO)

For 2016, the awards granted to NEOs other than the CEO are comprised of stock options, performance shares, cash-settled RSUs, and stock-settled RSUs granted in January 2016 for the 2015 performance year and cash-settled RSUs granted in January 2016 as a portion of 2016 base salary (as described under “Base Salaries” in the “Compensation Discussion and Analysis” section on page 57). Due to his mid-year promotion, Mr. Blackley did not receive stock options in 2016.

Stock Options. The stock options become exercisable in three equal annual installments, beginning on February 15 of the year after the date of grant, and expire in ten years from the grant date.

Performance Shares. The terms of the performance shares for the other NEOs are substantially the same as the terms of the CEO’s performance shares described above. Dividend equivalents are accrued on the performance shares at the same time as dividends are paid to the Company’s other stockholders and are paid out as additional shares only on the performance shares that actually vest based on the results certified by the Compensation Committee.

Stock-Settled Restricted Stock Units. The stock-settled RSUs (excluding Mr. Blackley’s promotional award) vest in three equal annual installments beginning on February 15 of the year after the date of grant. Mr. Blackley’s promotional award vests in four equal annual installments beginning one year after the date of grant. Dividend equivalents are accrued on the stock-settled RSUs at the same time as dividends are paid to the Company’s other stockholders and are paid at the time of vesting, adjusted for performance-based vesting results.

Cash-Settled Restricted Stock Units. The cash-settled RSUs representing a portion of base salary vested in full on January 1, 2017 and settled in cash on February 15, 2017 (“Payment Date”) based on the average closing price of the Company’s common stock for the 15 trading days preceding the payment date. The other cash-settled RSUs vest in three equal annual installments beginning on February 15 of the year after the date of grant and settle in cash based on the average closing price of the Company’s common stock for the 15 trading days preceding the vesting date. Dividend equivalents are paid on the cash-settled RSUs at the same rate and at approximately the same time as dividends are paid to the Company’s other stockholders.

 

CAPITAL ONE FINANCIAL CORPORATION  

 

 

  2017 PROXY STATEMENT  

 

    71

 


Table of Contents
SECTION VI – NAMED EXECUTIVE OFFICER COMPENSATION

 

 

The annual awards of stock-settled RSUs (as well as cash-settled RSUs for the CEO) and stock options reported below are also subject to performance-based vesting provisions that are associated with Core Earnings. As a result, the total number of shares delivered at vesting will be reduced if the Company does not achieve certain performance thresholds during the three-year vesting period. See “Additional Performance Conditions and Recovery Provisions” in the “Compensation Discussion and Analysis” section beginning on page 60 for more details on the performance-based vesting provisions.

 

  2016 Grants of Plan-Based Awards Table

 

  Name and Principal

  Position

      Award Type       Date of
Grant (1)
      Estimated Future
Payouts Under
Equity Incentive
Plan Awards
      All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
      All Other
Option
Awards:
Number of
Securities
Underlying
Options
     

Exercise or
Base Price
of Option
Awards (2)

($/Sh)

      Grant Date
Fair Value
of Stock
and
Option
Awards
                  Target       Maximum                        

Richard D. Fairbank
Chair, CEO and President

    Performance Shares (3)     2/4/2016     137,298     205,947                 $8,750,002
    Stock Options (4)     2/4/2016                 106,973     $63.73     $1,750,003
    Cash-Settled RSUs (5)     2/4/2016             28,009             $1,785,014
    Stock-Settled RSUs (6)     2/4/2016             27,460             $1,750,026

R. Scott Blackley

Chief Financial Officer

    Performance Shares (3)     2/4/2016     3,423     5,135                 $218,148
    Cas