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CAPITAL ONE FINANCIAL CORP 8-K Report, Executive Changes (Jun 5, 2025)

Reports
Leadership Changes
Filing Date
Filed June 5, 2025
Period End
June 5, 2025
In the record · 2016–202610-K1110-Q328-K410

COF filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 410 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Feb ’22Feb ’22
  2. Leadership change8-K · Apr ’26Apr ’26

01—Abstract

Summary

Summary of the 8-K filed June 5, 2025. Cited figures are marked; the original filing is the authoritative source.

Capital One Financial Corporation (COF) has filed an 8-K report on June 5, 2025, detailing significant executive compensation awards.

The Compensation Committee and independent directors approved one-time Restricted Stock Unit (RSU) grants for CEO Richard D. Fairbank and other Named Executive Officers. These awards are explicitly in recognition of their work related to the ongoing integration of the Discover business.

These grants represent a substantial commitment tied to the successful completion and integration of the Discover acquisition. Mr. Fairbank received 153,351 RSUs valued at approximately $30.0 milliona, with vesting scheduled for June 3, 2030, and settlement split between cash and stock.

Other Named Executive Officers received awards with vesting in June 2028, to be settled entirely in stock. Investors should monitor the progress of the Discover integration and its impact on Capital One's financial performance and stock price as these awards are directly linked to its success.

02—Key points

Key Highlights

  1. One-time Restricted Stock Unit (RSU) awards granted to CEO Richard D. Fairbank and other Named Executive Officers.
  2. Awards are in recognition of work related to the integration of the Discover business.
  3. CEO Richard D. Fairbank received 153,351 RSUs with an approximate grant date value of $30.0 million.
  4. Mr. Fairbank's award vests in full on June 3, 2030, settling 50% in cash and 50% in stock.
  5. Other Named Executive Officers received awards with grant date values ranging from $2.5 million to $5.5 million.
  6. RSUs for Named Executive Officers vest in full on June 3, 2028, and will settle 100% in stock.

03—Questions

Frequently Asked Questions

  1. Why were these RSU awards granted?

    The Restricted Stock Unit (RSU) awards were granted to recognize the ongoing and anticipated work of the CEO and other Named Executive Officers related to the critical integration of the Discover business with Capital One.

  2. What is the value and vesting schedule for the CEO's award?

    CEO Richard D. Fairbank received 153,351 RSUs with an approximate grant date value of $30.0 million. His award will fully vest on June 3, 2030, and will be settled 50% in cash and 50% in Capital One stock.

  3. How do the awards for other Named Executive Officers differ from the CEO's?

    The other Named Executive Officers received awards that vest fully on June 3, 2028, and will be settled 100% in Capital One stock. The grant date values for these awards range from approximately $2.5 million to $5.5 million.

  4. What is the significance of the settlement terms (cash vs. stock)?

    The settlement terms are notable. The CEO's award includes a cash component, which will be based on Capital One's average stock price prior to vesting. Awards for other Named Executive Officers are settled entirely in stock, directly linking their compensation to the future value of the company's shares.

04—Continue

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