8-KLeadership Changes

CAPITAL ONE FINANCIAL CORP 8-K Report, Executive Changes (Feb 27, 2007)

Filed February 27, 2007For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

This Form 8-K filing from Capital One Financial Corporation (COF) on February 27, 2007, primarily details the compensation adjustments for its Named Executive Officers for the upcoming 2007 fiscal year. The Independent Members of the Board and the Compensation Committee approved increases in base salaries, ranging from 3% to 13% compared to 2006 targets, intended to align executive pay with market levels. Performance metrics for annual bonuses and long-term incentive awards were also established, with a significant emphasis on company performance, specifically earnings per share (EPS) growth relative to the annual operating plan. The structure for 2007 compensation includes base salary, an annual bonus tied to company and individual performance (with company performance weighted more heavily), and long-term incentives comprising 55% nonqualified stock options and 45% restricted stock. Payouts for both bonus and long-term incentive programs are performance-dependent, with potential ranges from 0% to 200% for the company portion of the annual bonus and 0% to 125% for long-term incentives. These adjustments reflect the Board's strategy to link executive compensation directly to the company's financial success and market competitiveness.

Key Highlights

  • 1Capital One's Board and Compensation Committee approved 2007 compensation adjustments for Named Executive Officers (excluding the CEO).
  • 2Total target compensation for Named Executive Officers saw increases ranging from 3% to 13% for 2007 compared to 2006.
  • 3Base salaries were increased to better align with market pay levels.
  • 42007 Annual Bonus metrics focus on company performance (EPS growth vs. Annual Operating Plan) and individual performance, with company performance emphasized.
  • 5Annual bonus awards for company performance can range from 0% to 200% of the target.
  • 6Long-Term Incentive Awards for 2007 will be a mix of 55% nonqualified stock options and 45% restricted stock.
  • 7Long-Term Incentive payouts are performance-dependent, potentially ranging from 0% to 125% of the target amount.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on the compensation decisions made by Capital One's Board of Directors and Compensation Committee for its Named Executive Officers for the 2007 fiscal year, including base salary adjustments, annual bonus performance metrics, and long-term incentive award structures.

The filing states that increases in total target compensation for the Named Executive Officers for 2007 ranged from 3% to 13% relative to their 2006 targets. These increases were determined based on individual performance, role scope, and market compensation trends.

The 2007 annual bonuses will be based on both company and individual performance, with a greater emphasis placed on company performance. Company performance will be measured by Capital One's earnings per share (EPS) growth relative to its Annual Operating Plan. Individual performance will also be a factor. Payouts for the company performance component can range from 0% to 200% of the target.

For 2007, Long-Term Incentive Awards will be delivered through a mix of 55% nonqualified stock options and 45% restricted stock. The target amounts for restricted stock are linked to Capital One's EPS growth relative to its Annual Operating Plan. Payouts can range from 0% to 125% of the target amount, depending on overall company and individual performance.