Capital One said the Compensation Committee and the Independent Directors of its Board approved a year-end incentive award totaling $31.0 million for Chairman and Chief Executive Officer Richard D. Fairbank for performance in 2024, as of February 4, 2025.

1. 01

   Capital One said the Compensation Committee and the Independent Directors of its Board approved a year-end incentive award totaling $31.0 million for Chairman and Chief Executive Officer Richard D. Fairbank for performance in 2024, as of February 4, 2025.

2. 02

   Capital One said the total value of the CEO Performance Shares within the Chief Executive Officer's year-end incentive award is approximately $20.5 million. It said Mr. Fairbank may receive 0% to 150% of a target of 102,440 shares based on performance over the 3-year period from January 1, 2025 to December 31, 2027.

3. 03

   The company said it granted Mr. Fairbank a deferred cash bonus of $5.5 million, payable in Q1 2028, and 24,986 RSUs with a grant date value of $5.0 million, which will vest in full on February 15, 2028 and settle in cash.

4. 04

   The company said it granted RSUs with a grant date value of $2.5 million under the 2025 Chief Executive Officer compensation plan, comprising 12,493 RSUs, and that the plan does not provide for a cash salary. Excluding Mr. Fairbank, the total target compensation for the Named Executive Officers for 2025 ranges from approximately $5.5 million to $7.3 million.

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