Summary
This 8-K filing from Capital One Financial Corporation reports on the compensation arrangements for its key executives, specifically Chairman, CEO, and President Richard D. Fairbank, and other Executive Officers including the CFO and General Counsel. For 2008, Mr. Fairbank will receive no salary or other traditional cash/equity incentives. Instead, he has been granted 1,661,780 nonstatutory stock options valued at $17 million. These options vest fully on the third anniversary of the grant date or earlier upon death, disability, or a change in control, aligning his compensation directly with long-term stock performance.
Key Highlights
- 1Richard D. Fairbank, CEO, will receive no salary, bonus, or other cash/equity incentives for 2008.
- 2Mr. Fairbank was granted 1,661,780 nonstatutory stock options with a Black-Scholes valuation of $17 million.
- 3The stock options have an exercise price of $50.99, equal to the fair market value on the grant date.
- 4Options vest fully on the third anniversary of the grant date, or upon death, disability, or a change in control.
- 5The $17 million valuation of the stock option grant will be expensed by Capital One in the fourth quarter of 2007.
- 6Performance share agreements were approved for other Executive Officers, including the CFO and General Counsel, tied to total shareholder return over a three-year period (2008-2010).
- 7The performance share agreements for Messrs. Perlin and Finneran include provisions for pro-rata vesting upon certain terminations and non-compete clauses.