8-KLeadership ChangesExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Executive Changes (Feb 1, 2013)

Filed February 1, 2013For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

This Form 8-K filing from Capital One Financial Corporation (COF) on February 1, 2013, primarily announces a significant leadership change in its finance department. Gary L. Perlin, the current Chief Financial Officer (CFO), is retiring from his role effective May 24, 2013, after which he will serve as a senior advisor to the CEO until February 1, 2014. This transition is being managed to ensure a smooth handover of responsibilities. The Company has appointed Stephen S. Crawford as the new CFO, effective upon Mr. Perlin's retirement. Mr. Crawford brings extensive financial industry experience, having co-founded Centerview Partners and held senior leadership positions at Morgan Stanley, including CFO. His appointment signals a continued focus on strategic financial leadership, especially given his prior advisory role for Capital One in recent major acquisitions.

Key Highlights

  • 1Gary L. Perlin, CFO, to retire effective May 24, 2013, following a transition period.
  • 2Stephen S. Crawford appointed as the new CFO, effective upon Mr. Perlin's retirement.
  • 3Mr. Perlin will transition to a senior advisor role to the CEO until February 1, 2014.
  • 4Stephen S. Crawford has significant experience, including co-founding Centerview Partners and prior roles at Morgan Stanley.
  • 5Mr. Crawford's compensation package includes a substantial restricted stock award ($9.8 million), annual base salary ($2,625,000), and performance and equity incentive awards.
  • 6The restricted stock award to Mr. Crawford vests over five years and has a five-year holding period.
  • 7Centerview Partners, co-founded by Mr. Crawford, previously advised Capital One on significant acquisitions, receiving $12.1 million in fees during 2012.

Frequently Asked Questions

The primary reason for this filing is to announce the retirement of Capital One's Chief Financial Officer, Gary L. Perlin, and the appointment of his successor, Stephen S. Crawford.

Mr. Crawford's compensation includes a restricted stock award valued at $9.8 million (based on the stock price at his start date), an annual base salary of $2,625,000, and eligibility for performance and equity incentive awards for 2013, with target values of $1,125,000 (performance) and $3,750,000 (equity).

Following his retirement as CFO, Mr. Perlin will remain with Capital One as a senior advisor to the Chief Executive Officer until February 1, 2014. He will continue to receive his current compensation and benefits during this advisory period.

Yes, Stephen S. Crawford co-founded Centerview Partners, an investment banking firm. Centerview Partners advised Capital One on its acquisitions of ING Direct USA and HSBC's domestic credit card business in 2012, receiving $12.1 million in fees for these services.