What was the total incentive award granted to CEO Richard D. Fairbank for the 2017 performance year?

For the 2017 performance year, Mr. Richard D. Fairbank was granted awards totaling $6.21 million. This award consists of a deferred cash bonus of $3.73 million, which will be paid out in the first calendar quarter of 2021 after a mandatory three-year deferral, and a grant of 23,730 restricted stock units (RSUs) that will vest on February 15, 2021, and settle in cash.

How is CEO Richard D. Fairbank's compensation structured for 2018, and what are the key performance metrics?

Mr. Fairbank's 2018 compensation plan has a total target compensation of $17.5 million, identical to 2017. A significant portion is an at-risk performance share award, with the opportunity to receive between 0% and 150% of a target of 100,268 shares based on performance over a three-year period (January 1, 2018 - December 31, 2020). The key performance metrics are 'Growth of Shareholder Value' and 'Adjusted Return on Tangible Common Equity (Adjusted ROTCE)', both measured relative to a peer group. If Adjusted ROTCE is not positive for any year during the performance period, the number of shares issued will be reduced, and if it's not positive for all three years, the entire award is forfeited.

What is the compensation structure for Capital One's other Named Executive Officers (NEOs) for 2018?

For 2018, the total target compensation for Capital One's Named Executive Officers (NEOs) ranges between $5.0 million and $5.4 million. Approximately 20% will be paid as regular cash salary, 25% offers an opportunity for a cash bonus based on 2018 company performance (solely at the discretion of the Committee), and the remaining 55% is expected to be in the form of equity incentive awards, including restricted stock units (RSUs) and performance shares, granted in late 2018 or early 2019 and subject to individual executive performance.

Are there any provisions to recover awarded compensation?

Yes, both the CEO's and NEOs' incentive awards are subject to clawback provisions. These provisions, as described in the 2017 Proxy Statement, allow the company to recover awarded compensation under certain circumstances, such as a financial restatement by the company, ensuring accountability and aligning executive actions with long-term financial health.

CAPITAL ONE FINANCIAL CORP 8-K: Leadership Changes

Summary

This 8-K filing from Capital One Financial Corporation (COF) details the executive compensation plans approved for 2018 and the incentive awards granted for the 2017 performance year. The Compensation Committee and independent directors have finalized compensation packages for CEO Richard D. Fairbank and other Named Executive Officers (NEOs). The approved plans emphasize linking executive pay to company performance across multiple time horizons and aligning their interests with those of shareholders. Key aspects include the specific awards for 2017 performance and the structure of the 2018 compensation plans, which are heavily weighted towards at-risk equity and performance-based metrics. This filing provides transparency into how the company intends to incentivize its top leadership, with a clear focus on measurable performance outcomes and shareholder value creation.

Key Highlights

12017 incentive awards for CEO Richard D. Fairbank totaled $6.21 million, comprising $3.73 million in deferred cash and 23,730 restricted stock units (RSUs).
2The deferred cash bonus for Mr. Fairbank is subject to a three-year mandatory deferral, with payout in Q1 2021, and RSUs vest on February 15, 2021, settling in cash.
3Mr. Fairbank's 2018 total target compensation is set at $17.5 million, mirroring the 2017 plan, and includes a performance share award with a 0-150% payout range based on a three-year performance period.
4Performance metrics for Mr. Fairbank's equity awards include Growth of Shareholder Value and Adjusted Return on Tangible Common Equity (Adjusted ROTCE), assessed against a peer group.
5Awards for both CEO and NEOs are subject to clawback provisions and, for certain equity awards, performance-based vesting, as detailed in the 2017 Proxy Statement.
62018 total target compensation for Named Executive Officers ranges from $5.0 million to $5.4 million, with a significant portion (55%) allocated to equity incentives.
7Executive compensation is designed to be at-risk and directly tied to company performance metrics, reinforcing alignment with shareholder interests.

CAPITAL ONE FINANCIAL CORP 8-K Report, Executive Changes (Feb 5, 2018)

Summary

Key Highlights

Frequently Asked Questions