Summary
This 8-K filing from Capital One Financial Corporation details the compensation plans approved for its CEO, Richard D. Fairbank, and other named executive officers for 2011. The core theme is a strong alignment of executive pay with company performance and shareholder interests, emphasizing equity-based and at-risk compensation with deferred payouts. Notably, CEO Richard D. Fairbank's compensation is entirely equity-based, with no salary or bonus. His performance-based award is tied to the company's cash return on average tangible assets over a three-year period, with payouts ranging from 0% to 200% of a target number of shares, subject to certification. Additionally, he received stock options with a three-year vesting period and a substantial opportunity for restricted stock units based on 2011 performance. For other Named Executive Officers, compensation is a mix of base salary, restricted stock units vesting in 2011, and longer-term equity incentives also contingent on performance and subject to executive discretion.
Key Highlights
- 1CEO Richard D. Fairbank's compensation is entirely at-risk and equity-based, with no salary or bonus.
- 2Mr. Fairbank's primary performance award is contingent on Capital One's cash return on average tangible assets over a three-year period, with a 0%-200% payout range of target shares.
- 3Mr. Fairbank received 608,366 nonstatutory stock options with a three-year vesting period, exercisable only if the stock price appreciates.
- 4Executive compensation is structured with multi-year performance horizons and deferred payouts to align with shareholder interests.
- 5Compensation for other Named Executive Officers includes base salary, short-term restricted stock units vesting in 2011, and performance-based long-term equity incentives.
- 6The compensation plans for all named executive officers are substantially similar to those approved for 2010.