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Capital One logoCapital One COF

The company said the Compensation Committee and the Independent Directors approved a year-end incentive award for Mr. Fairbank for 2023 performance totaling $26.5 million on February 1, 2024.

8-KRegulation FD DisclosureFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said the Compensation Committee and the Independent Directors approved a year-end incentive award for Mr. Fairbank for 2023 performance totaling $26.5 million on February 1, 2024.

  2. The company said the award consists of performance share awards worth about $16.8 million, a deferred cash bonus of $5.0 million, and 34,929 RSUs with a grant date value of $4.7 million. The deferred cash is mandatorily deferred for 3 years and will pay out in Q1 2027.

  3. The company said Mr. Fairbank may receive from 0% to 150% of a target number of 124,852 shares, based on the company's performance over the period from January 1, 2024 to December 31, 2026. About $4.2 million is for TSR PSUs and $12.6 million is for Financial PSUs.

  4. The company said Mr. Fairbank's 2024 compensation plan does not provide for a cash salary, and that on February 1, 2024 it granted 18,580 RSUs with a grant date value of $2.5 million. The RSUs will vest in full on February 15, 2027.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

CEO 2023 Performance Year Incentive Award of $26.5 million

The company said the Compensation Committee and the Independent Directors approved a year-end incentive award for Mr. Fairbank for 2023 performance totaling $26.5 million on February 1, 2024.

Source · Based on the filing body and exhibits

CEO Incentive Mix: Performance Shares, Deferred Cash and RSUs

The company said the award consists of performance share awards worth about $16.8 million, a deferred cash bonus of $5.0 million, and 34,929 RSUs with a grant date value of $4.7 million. The deferred cash is mandatorily deferred for 3 years and will pay out in Q1 2027.

Source · Based on the filing body and exhibits

CEO Performance Share Structure: TSR PSUs and Financial PSUs

The company said Mr. Fairbank may receive from 0% to 150% of a target number of 124,852 shares, based on the company's performance over the period from January 1, 2024 to December 31, 2026. About $4.2 million is for TSR PSUs and $12.6 million is for Financial PSUs.

Source · Based on the filing body and exhibits

Other Disclosures

The company said Mr. Fairbank's 2024 compensation plan does not provide for a cash salary, and that on February 1, 2024 it granted 18,580 RSUs with a grant date value of $2.5 million. The RSUs will vest in full on February 15, 2027.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.