UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Capital One Financial Corporation

 

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Notice of Capital One Financial Corporation’s

2022 Annual Stockholder Meeting

Important Notice Regarding the Availability of Proxy Materials for

The Stockholder Meeting To Be Held On May 5, 2022

The Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com

The 2022 Annual Stockholder Meeting of Capital One Financial Corporation (“Capital One” or “Company”) will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/COF2022 on May 5, 2022, at 10:00 a.m. Eastern Time.

Items of Business

As a stockholder, you will be asked to:

 

➊

Elect thirteen nominated directors, who are listed in the proxy statement, as directors of Capital One;

 

➋

Approve, on a non-binding advisory basis, our 2021 Named Executive Officer compensation (“Say on Pay”); and

 

➌

Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2022.

Stockholders also will transact other business that may properly come before the meeting.

Record Date

You may vote if you held shares of Capital One common stock as of the close of business on March 9, 2022 (“Record Date”).

Proxy Voting

Your vote is important. You may vote your shares in advance of the meeting via the Internet, by telephone, or by mail, or by attending and voting online at the 2022 Annual Stockholder Meeting. Please refer to the section “How do I vote?” in the proxy statement for detailed voting instructions. If you vote via the Internet, by telephone or plan to vote electronically during the 2022 Annual Stockholder Meeting, you do not need to mail in a proxy card.

2022 Virtual Annual Stockholder Meeting

In light of the ongoing COVID-19 pandemic, and after careful consideration, the Board of Directors (“Board”) has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for Capital One at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location while safeguarding the health of our stockholders, Board, and management. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/COF2022. To participate in the virtual meeting, you will need the 16-digit control number included on your notice, proxy card, or voting instruction form. The meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:30 a.m. Eastern Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the meeting please call 1-844-986-0822 (U.S.) or 1-303-562-9302 (International) for assistance.

We look forward to seeing you at the meeting.

On behalf of the Board,

 

Matthew W. Cooper

Corporate Secretary

March 21, 2022

Proxy Summary

 

 

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2021 (“Annual Report”) carefully before voting.

 

Meeting Information
Date:		Thursday, May 5, 2022
Time:		10:00 a.m. Eastern Time
Virtual Meeting:		www.virtualshareholdermeeting.com/COF2022
Record Date:		March 9, 2022

 

How to Vote

Your vote is important. You may vote your shares in advance of the meeting via the Internet, by telephone, or by mail, or during the meeting by attending the 2022 Annual Stockholder Meeting and voting electronically. Please refer to the section “How do I vote?” on page 125 for detailed voting instructions. If you vote via the Internet, by telephone, or plan to vote electronically during the 2022 Annual Stockholder Meeting, you do not need to mail in a proxy card.

 

INTERNET		TELEPHONE		MAIL
To vote before the meeting, visit www.proxyvote.com. To vote at the meeting, visit www.virtualshareholdermeeting.com/COF2022. You will need the control number printed on your notice, proxy card, or voting instruction form.		If you received a paper copy of the proxy materials, dial toll-free (1-800-690-6903) or the telephone number on your voting instruction form. You will need the control number printed on your proxy card or voting instruction form.		If you received a paper copy of the proxy materials, send your completed and signed proxy card or voting instruction form using the enclosed postage- paid envelope.

On March 21, 2022, we began sending our stockholders a Notice Regarding the Internet Availability of Proxy Materials.

 

CAPITAL ONE FINANCIAL CORPORATION		2022 PROXY STATEMENT		1

Voting Item 1: Election of Directors

 

Item 1		Election of Directors   You are being asked to elect the following thirteen candidates for director: Richard D. Fairbank, Ime Archibong, Christine Detrick, Ann Fritz Hackett, Peter Thomas Killalea, Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars, François Locoh-Donou, Peter E. Raskind, Eileen Serra, Mayo A. Shattuck III, Bradford H. Warner, Catherine G. West, and Craig Anthony Williams. Each director nominee is standing for election to hold office until our next annual stockholder meeting or until his or her successor is duly elected and qualified. For additional information regarding our director nominees, see “Our Board of Directors” beginning on page 13 and “Biographies of Director Nominees” beginning on page 20 of this proxy statement. For a description of our corporate governance practices, see “Corporate Governance at Capital One” beginning on page 13 of this proxy statement.   ✓   Our Board unanimously recommends that you vote “FOR” each of these director nominees.

Corporate Governance Highlights

 

Board Members and Leadership		Board Governance Best Practices
∎   Appointment of three new directors—Ime Archibong, Christine Detrick, and Craig Anthony Williams—in 2021   ∎   Twelve of our thirteen director nominees are independent; our Chief Executive Officer (“CEO”) and founder is the only member of management who serves as a director   ∎   Active and empowered Lead Independent Director elected annually by the independent members of our Board (“Independent Directors”)   ∎   Active and empowered committee chairs, all of whom are independent   ∎   Directors have a mix of tenures, including long-standing members, relatively new members, and others at different points along the tenure continuum   ∎   Directors reflect a variety of experiences and skills that match the Company’s complexity and strategic direction and give the Board the collective capability necessary to oversee the Company’s activities   ∎   Regular discussions regarding Board recruiting, succession, and refreshment, including director skills and qualifications, that support the Company’s long-term strategic objectives		∎   Frequent executive sessions of Independent Directors that regularly include separate meetings with our CEO, Chief Financial Officer (“CFO”), General Counsel and Corporate Secretary, Chief Risk Officer, Chief Audit Officer, Chief Information Security Officer, Chief Technology Risk Officer, Chief Credit Review Officer, and/or Chief Compliance Officer   ∎   Annual assessments of the Board and each of its committees, the Independent Directors, and the Lead Independent Director   ∎   Active engagement and oversight of Company strategy; risk management (including technology risk management); the Company’s political activities and contributions; and environmental, social, and governance matters   ∎   Direct access by the Board to members of management at the discretion of Independent Directors   ∎   Annual CEO evaluation process led by the Lead Independent Director   ∎   Regular talent and succession planning discussions regarding the CEO and other key executives   ∎   Regular meetings between the Board and federal banking regulators

 

2						CAPITAL ONE FINANCIAL CORPORATION		2022 PROXY STATEMENT

Stockholder Engagement and Stockholder Role in Governance

∎   Regular outreach and engagement throughout the year by our CEO, CFO, and Investor Relations team with stockholders regarding Company strategy and performance   ∎   Formal outreach and engagement with governance representatives of our largest stockholders at least two times per year   ∎   Feedback from investors regularly shared with our Board and its committees to ensure that our Board has insight on investor views   ∎   Board and Governance and Nominating Committee review extensive briefings and benchmarking reports on corporate governance practices and emerging corporate governance issues   ∎   Majority voting for directors with resignation policy in uncontested elections   ∎   Stockholders holding at least 25% of outstanding common stock may request a special meeting   ∎   Stockholders are able to act by written consent, subject to certain procedural and other safeguards that the Board believes are in the best interests of Capital One and our stockholders   ∎   Stockholders holding 3% of outstanding common stock for three years can nominate director candidates for inclusion in our proxy materials   ∎   No supermajority vote provisions for amendments to Bylaws and Certificate of Incorporation or removal of a director from office   ∎   No stockholder rights plan (commonly referred to as a “poison pill”)

Voting Item 2: Advisory Vote on Our Named Executive Officer Compensation (“Say on Pay”)

 

Item 2		Advisory Vote on Our Named Executive Officer Compensation (“Say on Pay”)   You are being asked to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”). For additional information regarding our executive compensation program and our NEO compensation, see “Compensation Discussion and Analysis” beginning on page 57 and “Named Executive Officer Compensation” beginning on page 98 of this proxy statement.   ✓   Our Board unanimously recommends that you vote “FOR” the advisory approval of our 2021 Named Executive Officer Compensation as disclosed in this proxy statement.

Our executive compensation program is designed to attract, retain, motivate, and reward leaders who can foster strong business results and promote our long-term success. We believe our executive compensation program strongly links rewards with both business and individual performance over multiple time horizons. We aim to align our executives’ interests with those of our stockholders while supporting safety and soundness and appropriately balancing risk.

2021 Company Performance

Each year the Compensation Committee (“Committee”) and the Independent Directors review and evaluate the Company’s qualitative and quantitative performance to make determinations regarding the compensation of our NEOs based on Capital One’s pay-for-performance philosophy.

In 2021, Capital One delivered record financial results and made significant progress on our long-term strategic objectives, including investments in transformation, talent, growth, and our technology and digital capabilities. We reached all-time highs in revenues, profits, earnings per share, capital distribution, share price, and market value. After taking appropriate actions in 2020 to reduce risk, support customers, and react swiftly to uncertain economic and market conditions, we returned to growth in our Credit Card business and delivered solid growth across each of our other major lines of business that drove higher revenues. An increase in credit card loan balances and

 

CAPITAL ONE FINANCIAL CORPORATION		2022 PROXY STATEMENT		3

purchase volumes drove revenues in our Credit Card business to reach the highest level in our history. Similarly, our Auto Finance business posted solid top-line originations and loan growth. We continued to expand our national retail bank franchise with solid 6% deposit growth, and our Commercial Banking business outpaced the growth of the industry. Solid underwriting and strikingly strong credit results drove improvement in customer charge-offs and resulted in large releases from our reserve for expected credit losses. Operating expenses grew at a slower rate than revenues, leading to an improvement in operating efficiency ratio⁽¹⁾⁽²⁾ by 213 basis points to 45.0%. Operating efficiency ratio, net of adjustments, improved by 133 basis points to 44.7%.

In addition, management stayed keenly focused on delivering shareholder value. Strong capital levels and record earnings supported $8.7 billion of capital distribution to common stockholders through a combination of share repurchases and common dividends, including a special dividend in the third quarter and an increase in the quarterly common dividend from $0.40 to $0.60 beginning in the third quarter. Capital One’s share price ended the year at $145.09, up 46.8% from year-end 2020. Our stock price growth significantly outperformed the largest benchmark of our bank peers, the KBW Bank Index, and our Total Shareholder Return outperformed the KBW Bank Index by 11 percentage points.

We achieved exceptional 2021 financial performance while continuing to invest in transformation, talent, growth, and our long-term technology capabilities. We earned a number of external awards and accolades related to our products and customer experiences and continued to be recognized for our customer satisfaction and advocacy. Net Promoter Scores, which measure how likely a customer is to recommend our products and services, reached record highs across a number of our major businesses. Despite increased investments in these areas, we began to harness the power of our migration to the cloud and realize cost benefits of our exits from data centers. We also strengthened our risk and control environment and continued to enhance cybersecurity.

We invested heavily in recruiting, developing, and retaining talent and we welcomed thousands of new associates and have maintained strong associate morale and engagement despite ongoing stresses related to the pandemic. We made progress on our diversity and inclusion efforts and invested in the community through our Capital One Impact Initiative. We became the first of the top-ten retail banks in the United States to announce a no-fee overdraft policy for all consumer checking customers. We believe our portfolio of structurally-attractive businesses, coupled with our long-term investments in technology, talent, and digital capabilities, positions us well for future growth and the creation of long-term stockholder value.

In particular, the Committee and the Independent Directors specifically considered the following quantitative and qualitative Company performance when awarding compensation for the 2021 performance year to our NEOs⁽¹⁾:

 

∎

Diluted Earnings Per Share (“EPS”) of $26.94, an increase of 420% from 2020, driven by strong growth in loans and revenues, exceptional credit performance, and the significant decrease to the allowance for credit losses. 2021 EPS was more than double the next-highest level of annual earnings in Capital One’s history.

 

∎

Net Revenue of $30.4 billion, an increase of 6.7% from 2020 and the highest in the Company’s history. This revenue increase outpaced the industry average and was driven primarily by record purchase volume growth in our Domestic Card business and very strong loan growth in our Auto Finance business.

 

∎

Return on Average Tangible Common Equity (“ROTCE”)(3) of 28.4% compared to 6.2% in 2020. The increase was driven by solid growth and strikingly strong credit results.

 

∎

Tangible Book Value Per Share Growth of $11.40, or 12.9% from $88.34 to $99.74. The combined growth of Tangible Book Value per share plus common shareholder dividends was 15.8%. Quarterly common dividends were $0.40 per common share in the first two quarters of 2021 and $0.60 per common share in the final two quarters of the year. We also paid a special dividend of $0.60 per common share in the third quarter. Total capital distribution was about $8.7 billion, the highest in the Company’s history.

 

∎

Total Shareholder Return (“TSR”) increased 49.3% and outpaced the KBW Bank Index, which increased 38.33%, for the one-year period ended December 31, 2021. Our three-year and five-year TSR increased

 

4						CAPITAL ONE FINANCIAL CORPORATION		2022 PROXY STATEMENT

101.4% and 80.9%, respectively, for the periods ended December 31, 2021, compared to an increase of 68.9% and an increase of 64.8% of the TSR of the KBW Bank Index over the same time periods. Capital One’s stock price increased 46.8% in 2021 and closed at $145.09. The market value of the Company at year-end topped $61.75 billion, an all-time record.

 

∎

Risk Management and Control Environment. We invested heavily in talent, technology, and improvements to business processes as the Company strengthened its risk and control environment, particularly in the areas of cybersecurity, capital planning and enterprise risk management. In 2021, we completed management remediation of all milestones within the regulatory consent orders related to the 2019 cybersecurity incident.

 

∎

Elimination of Overdraft Fees. In 2021, we became the first top-ten retail bank to provide free overdraft protection and eliminate all overdraft and non-sufficient funds fees for all consumer banking customers. Overdraft protection is a valuable and convenient feature and can be an important safety net for families. This decision serves as yet another example of how we are reimagining banking and helping customers succeed.

 

∎

Progress on Environmental, Social, and Governance (“ESG”) Initiatives. We continued to make progress on ESG initiatives in 2021, launching our first external ESG Fact Sheet. We introduced our first external sustainability website and we established internal initiatives to track our own greenhouse gas inventory and that of our suppliers. We also established an engagement platform to encourage associates to take action on climate change. In addition, as part of the five-year, $200 million Impact Initiative commitment, we facilitated $78 million in grants to local, regional, and national non-profits, building our reputation with external stakeholders, and helping advance socioeconomic mobility in our communities. See “Environmental, Social, and Governance Practices” beginning on page 46 for more information regarding our policies, programs and strategies related to ESG and our 2021 accomplishments.

See “Executive Summary” beginning on page 58 and “Year-End Incentive Opportunity” beginning on page 72 for more information regarding the Company’s 2021 performance.

 

(1)

The Committee considers these metrics to be key financial performance measures in its assessment of the Company’s performance, including certain non-GAAP measures. While certain of our non-GAAP measures are widely used by investors, analysts, and bank regulatory agencies to assess the capital position of financial services companies, they may not be comparable to similarly titled measures reported by other companies. See Appendix A for our definition and reconciliation of these non-GAAP measures to the applicable amounts measured in accordance with GAAP.

 

(2)

Operating efficiency ratio is presented on both a GAAP and non-GAAP basis. The non-GAAP measure consists of our adjusted results that the Committee believes are indicative of the Company’s performance and help investors and users of our financial information understand the effect of adjusting items on our selected reported results and provide alternate measurements of our performance. See Appendix A for our reconciliation of the non-GAAP measure to the applicable amount measured in accordance with GAAP. Operating efficiency ratio is calculated based on operating expense for the period divided by total net revenue for the period and reflects as-reported results in accordance with GAAP.

 

(3)

ROTCE is a non-GAAP measure that the Committee believes is indicative of the Company’s performance and helps investors and users of our financial information understand the effect of these adjustments on our selected reported results and provide alternate measurements of our performance. See Appendix A for our definition and reconciliation of this non-GAAP measure to the applicable amounts measured in accordance with GAAP.

Highlights of Our 2021 Compensation Programs

We believe that our NEO compensation programs balance risk and financial results, reward NEOs for their achievements, promote our overall compensation objectives, and encourage appropriate, but not excessive, risk-taking. Our compensation programs are structured to encourage our executives to deliver strong results over the short term while making decisions that create sustained value for our stockholders over the long term. In this

 

section, the term “NEOs” excludes our former CFO, R. Scott Blackley, who left the Company in March 2021, and, as a result, did not receive a year-end incentive award for the 2021 performance year. Key features of our 2021 compensation programs include:

 

∎

No CEO Cash Salary. Our CEO does not receive a cash salary and 100% of his compensation is deferred for at least three years.

 

∎

The Payout of 71% of CEO Year-End Incentive Compensation Determined by Formula. 71% of our CEO’s year-end incentive compensation for the 2021 performance year was awarded in the form of performance share awards that vest based entirely on the Company’s performance on an absolute basis and/or relative to the Company’s peers in the KBW Bank Index, excluding three non-traditional banks that do not focus on lending to consumers and businesses (the “Performance Share Peers”), over a three-year period.

 

∎

25% of CEO 2021 Performance Share Awards Linked to TSR. Beginning with the 2020 performance year, a portion of our CEO year-end incentive performance share awards will vest based entirely on the Company’s TSR performance relative to the Performance Share Peers over a three-year period.

 

∎

Awards Based on Company and Individual Performance. All NEOs receive incentive awards based on Company and/or individual performance. For 2021, 100% of CEO compensation and approximately 80% of the compensation for the other NEOs was based on Company and/or individual performance.

 

∎

NEO Compensation is Primarily Equity-Based and Determined after Performance Year-End. 83% of our CEO’s and approximately 51% of all other NEOs’ total compensation for the 2021 performance year was equity-based to align with stockholder interests. 94% of CEO compensation and the majority of all other NEO compensation was determined after the performance year-end.

 

∎

All Equity and Equity-Based Awards Contain Performance and Recovery Provisions. All equity awards contain performance and recovery provisions that are designed to further enhance alignment between pay and performance and to balance risk. See “Additional Performance Conditions and Recovery Provisions” beginning on page 90 for more information.

2021 Compensation Decisions

2021 CEO Performance Year Compensation

The CEO’s compensation for the 2021 performance year was composed of an equity award designed to provide the CEO with an incentive to focus on long-term performance and the opportunity for a year-end incentive award based on the Committee’s evaluation of the Company’s performance and the CEO’s contributions to that performance. Mr. Fairbank’s total compensation for performance year 2021 was $27.5 million and consisted of:

 

∎

Restricted Stock Units (“RSUs”) granted in February 2021, which had a total grant date value of approximately $1.75 million, totaling 15,534 RSUs. The RSUs will vest in full on February 15, 2024, settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and are subject to performance-based vesting provisions.

 

∎

Year-End Incentive Award totaling $25.75 million granted in February 2022 in recognition of the Company’s performance and the CEO’s contribution to that performance in 2021 and consisting of:

 

∎

Performance Share Units. Performance share unit awards with an aggregate value of $18.2 million, for which the CEO may receive from 0% to 150% of a total target number of 122,734 shares of the Company’s common stock based on the Company’s TSR (with respect to 30,684 shares, or $4.55 million of the awards) and financial performance (with respect to 92,050 shares, or $13.65 million of the awards) over a three-year period from January 1, 2022 through December 31, 2024.

 

6						CAPITAL ONE FINANCIAL CORPORATION		2022 PROXY STATEMENT

∎

Restricted Stock Units. 20,231 cash-settled RSUs (“Year-End Incentive RSUs”) valued at $3.0 million, which vest in full on February 15, 2025, settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and are subject to performance-based vesting provisions.

 

∎

Deferred Cash Bonus. A deferred cash bonus of $4.55 million, which is mandatorily deferred for three years into the Company’s Voluntary Non-Qualified Deferred Compensation Plan (“VNQDCP”) and will pay out in the first calendar quarter of 2025.

The chart below shows Mr. Fairbank’s actual total compensation for performance year 2021:

 

The table below shows Mr. Fairbank’s compensation awards as they are attributable to the performance years indicated. The table shows how the Committee views compensation actions and to which year the compensation awards relate. This table differs substantially from the Summary Compensation Table required for this proxy statement beginning on page 98 and is therefore not a substitute for the information required in that table. See “Chief Executive Officer Compensation” beginning on page 70 for a description of the compensation paid to our CEO and “2021 CEO Compensation Program and Components” beginning on page 70 for additional information regarding Mr. Fairbank’s 2021 performance year compensation.

 

Performance Year							Cash      Salary										Long-Term Incentive										Year-End Incentive																														Total
																	Cash-Settled RSUs										Deferred     Cash     Bonus										Cash-     Settled     RSUs										Performance     Shares(1)
2021							$—										$1,750,060										$4,550,000										$3,000,055										$18,200,225										$27,500,340
2020							$—										$1,750,070										$3,000,000										$2,000,053										$12,000,093										$18,750,216
2019							$—										$1,750,012										$3,000,000										$2,000,080										$13,000,009										$19,750,101

 

(1)

For 2021, $4.55 million of the awarded performance shares will vest based on the Company’s TSR performance relative to the Performance Share Peers over a three-year period. $13.65 million of the awarded performance shares will vest based on the Company’s relative and absolute financial performance over a three-year period. See “Performance Share Award Metrics” beginning on page 73 for a description of the metrics applicable to the performance shares.

2021 NEO Performance Year Compensation

NEO (other than the CEO) compensation for the 2021 performance year was composed of a mix of cash and equity-based compensation and consisted of (i) a base salary and (ii) an annual year-end incentive opportunity which consisted of a cash incentive and a long-term incentive opportunity. The long-term incentive opportunity was comprised of performance shares and stock-settled RSUs as determined by the Committee and the

 

Independent Directors. Mr. Blackley, our former CFO, left the Company in March 2021 and did not receive a year-end incentive for the 2021 performance year. The chart below shows the elements of NEO (other than the CEO and the former CFO) compensation as an approximate percentage of NEO 2021 actual total compensation:

 

See “NEO Compensation” beginning on page 84 for a description of compensation to the NEOs (other than the CEO).

Say on Pay and Response to Stockholder Feedback

The Committee and the Board value the input of our stockholders. At our 2021 Annual Stockholder Meeting, approximately 93% of our stockholders supported our NEO compensation. See “Consideration of Stockholder Feedback and 2021 Say on Pay Vote” beginning on page 65 for additional information regarding our Say on Pay vote.

In recent years, in response to feedback received from our stockholders, the Committee and the Independent Directors have made significant improvements to our executive compensation program, practices, and disclosures. The changes aim to simplify the program structure, further align our executive compensation practices with best practices and principles and enhance the transparency of our disclosures.

 

∎

Linked a Portion of CEO Compensation Directly to TSR. Beginning with the 2020 performance year, the Committee and the Independent Directors determined to award a portion of the CEO’s year-end incentive in the form of a performance share award that vests entirely based on the Company’s TSR over a three-year performance period relative to the Performance Share Peers.

 

∎

Disclosure of Performance Share Awards Realized Compensation. We added disclosure regarding the settlement value resulting from the performance share awards that vested during the performance year based on the Company’s performance for the associated three-year performance period. See “Settlement of Performance Shares Granted in January 2019” beginning on page 82.

 

∎

Enhanced Disclosure of Compensation Committee Decision Processes. We enhanced the description of the Committee and Independent Directors processes for considering Company performance throughout the year and determining the level and pay mix associated with the year-end incentive awards granted to our NEOs. See “Our Compensation Governance Cycle” beginning on page 69 and “Compensation Committee Process to Determine Year-End Incentive” beginning on page 76.

 

∎

Increased the Size and Diversity of Our Peer Group. In July 2020, the Committee and the Independent Directors increased the size and diversity of the Company’s peer group used to determine the level and components of NEO compensation to add seven additional peers, including diversified financial institutions and payment companies with whom we compete for executive talent. See “Peer Groups” beginning on page 93 for more information.

 

8						CAPITAL ONE FINANCIAL CORPORATION		2022 PROXY STATEMENT

Voting Item 3: Ratification of Selection of Our Independent Registered Public Accounting Firm

 

Item 3		Ratification of Selection of Our Independent Registered Public Accounting Firm   You are being asked to ratify the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for 2022. For additional information regarding the Audit Committee’s selection of and the fees paid to Ernst & Young LLP, see “Audit Committee Report” on page 122 and “Ratification of Selection of Independent Registered Public Accounting Firm” beginning on page 120 of this proxy statement.   ✓  Our Board unanimously recommends that you vote “FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for 2022.

 

Table of Contents

 

 

10						CAPITAL ONE FINANCIAL CORPORATION		2022 PROXY STATEMENT

CORPORATE GOVERNANCE

 

 

Section I - Proposal 1: Election of Directors

 

 

All of Capital One’s directors are elected at each annual meeting of stockholders and hold such office until the next annual meeting of stockholders, and until their successors are duly elected and qualified. Our Board is presenting the following thirteen nominees for election as directors at the 2022 Annual Stockholder Meeting. Each nominee is a current Board member who was elected by stockholders at the 2021 Annual Stockholder Meeting, other than Christine Detrick, who was appointed to the Board effective November 5, 2021, and was recommended to the Governance and Nominating Committee by Spencer Stuart, a third-party director search firm. Each nominee has consented to serve a one-year term. Information about the proposed nominees for election as directors is set forth under “Biographies of Director Nominees” beginning on page 20 of this proxy statement.

In the event a nominee becomes unable to serve or for good cause will not serve as a director, the Board may designate a substitute as a nominee or reduce the size of the Board. If the Board designates a substitute nominee, proxies will be voted for the election of such substitute. As of the date of this proxy statement, the Board has no reason to believe that any of the nominees will be unable or unwilling to serve as a director.

The nominees for election as directors at the 2022 Annual Stockholder Meeting are:

 

Name				Age							Occupation				Director   Since							Independent				Other Public   Boards(1)
Richard D. Fairbank				71							Chairman and Chief Executive Officer, Capital One Financial Corporation				1994							No						0
Ime Archibong				40							Head of New Product Experimentation, Meta				2021							✓						0
Christine Detrick				63							Former Director, Head of the Americas Financial Services Practice; Former Senior Advisor, Bain & Company				2021							✓						3	(2)
Ann Fritz Hackett				68							Former Strategy Consulting Partner				2004							✓						1
Peter Thomas Killalea				54							Former Vice President of Technology, Amazon.com				2016							✓						2
Eli Leenaars				60							Group Chief Operating Officer, Quintet Private Bank				2019							✓						0
François Locoh-Donou				50							President, Chief Executive Officer, and Director, F5 Networks, Inc.				2019							✓						1
Peter E. Raskind				65							Former Chairman, President and Chief Executive Officer, National City Corporation				2012							✓						0
Eileen Serra				67							Former Senior Advisor, JP Morgan Chase & Co.; Former Chief Executive Officer, Chase Card Services				2020							✓						2
Mayo A. Shattuck III				67							Chairman, Exelon Corporation; Former Chairman, President and Chief Executive Officer, Constellation Energy Group				2003							✓						2	(3)
Bradford H. Warner				70							Former President of Premier and Small Business Banking, Bank of America Corporation				2008							✓						0

 

CAPITAL ONE FINANCIAL CORPORATION		2022 PROXY STATEMENT		11

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Section I - Proposal 1: Election of Directors

 

Name

Age

Occupation

Director   Since

Independent

Other Public   Boards(1)

Catherine G. West

62

Former Special Advisor, Promontory Financial Group; Former Associate Director and Chief Operating Officer, Consumer Financial Protection Bureau

2013

✓

0

Craig Anthony Williams

52

President, Jordan Brand, Nike, Inc.

2021

✓

0

 

(1)

Capital One’s Corporate Governance Guidelines limit the allowable board seats for our non-executive officer directors to four public company boards, including the Capital One Board, and for executive officer directors to two public company boards, including the Capital One Board, in each case absent Board approval. Capital One’s Corporate Governance Guidelines also limit Capital One Audit Committee members to simultaneous service on three public company audit committees, absent Board approval.

 

(2)	Ms. Detrick will not stand for re-election at the annual meeting of Reinsurance Group of America, Inc. shareholders in 2022. Accordingly, after Reinsurance Group of America, Inc.’s 2022 annual meeting of shareholders, the number of Ms. Detrick’s other public boards will be reduced to two.

 

(3)	Mr. Shattuck will not stand for re-election at the annual meeting of Exelon Corporation shareholders in 2022. Accordingly, after Exelon Corporation’s 2022 annual meeting of shareholders, the number of Mr. Shattuck’s other public boards will be reduced to one.

***

The Board of Directors unanimously recommends that you vote “FOR” each of these director nominees.

 

12						CAPITAL ONE FINANCIAL CORPORATION		2022 PROXY STATEMENT

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Section II - Corporate Governance at Capital One

 

 

Overview of Corporate Governance at Capital One

Capital One is dedicated to strong and effective corporate governance that provides our Board with the appropriate framework to engage in ongoing oversight of the Company. We and our Board believe that robust, dynamic corporate governance policies and practices are the foundation of an effective and well-functioning board, and are vital to preserving the trust of our stakeholders, including customers, stockholders, regulators, suppliers, associates, our communities, and the general public.

Information About Our Corporate Governance Policies and Guidelines

The Board has adopted Corporate Governance Guidelines to formalize its governance practices and provide its view of effective governance. Our Corporate Governance Guidelines embody many of our long-standing practices, policies, and procedures, which collectively form a corporate governance framework that promotes the long-term interests of our stockholders, promotes responsible decision-making and accountability, and fosters a culture that allows our Board and management to pursue Capital One’s strategic objectives.

To maintain and enhance independent oversight, our Board regularly renews and refreshes its governance policies and practices as changes in corporate strategy, the regulatory environment and financial market conditions occur, and in response to stakeholder feedback and engagement.

The Board has also adopted Capital One’s Code of Conduct, which applies to Capital One’s directors, executives and associates, including Capital One’s CEO, CFO, Principal Accounting Officer, and other persons performing similar functions. The Code of Conduct reflects Capital One’s commitment to honesty, fair dealing, and integrity, and guides the ethical actions and working relationships of Capital One’s directors, executives, and associates in their interactions with investors, current and potential customers, fellow associates, competitors, governmental entities, the media, and other third parties with whom Capital One has contact.

For a description of the key governance practices of our Board, see “Key Board Governance Practices” beginning on page 28.

Key Corporate Governance Documents

The following documents are available at www.capitalone.com under “Investors,” then “Governance and Leadership,” then “Board of Directors and Committee Documents” or “Organizational and Governance Documents,” as applicable.

 

 

Our Board of Directors

Our Perspectives on Overall Board Composition and Refreshment

In recent years, investors have become increasingly focused on the composition of corporate boards and policies and practices that encourage board refreshment. At Capital One, we appreciate that our investors share our passion for cultivating a board that encompasses the optimal mix of diverse backgrounds, experiences, skills, expertise, qualifications, and an unwavering commitment to integrity and good judgment, all in order to thoughtfully advise and guide management as they work to achieve our long-term strategic objectives.

 

CORPORATE GOVERNANCE

 

Section II - Corporate Governance at Capital One

 

The Governance and Nominating Committee, under the direction of its chair, who also currently serves as the Company’s Lead Independent Director, assesses the composition of, and criteria for, membership on the Board and its committees on an ongoing basis. In fulfilling this responsibility, the Governance and Nominating Committee has taken a long-term view and continuously assesses the resiliency of the Board over the next ten to fifteen years in alignment with the Company’s strategic direction to determine what actions may be desirable to best position the Board and the Company for success.

In assessing Board resiliency, the Governance and Nominating Committee considers a variety of factors, including the Company’s long-term strategy, the skills and experiences that directors provide to the Board (including in the context of the Company’s strategy), the performance of the Board and the Company, the Board’s director retirement policy (as described in the Company’s Corporate Governance Guidelines), the Board’s view that a resilient board should include members across a continuum of tenure, and the belief that valuable insights can be gained from diversity among the Board’s members across gender and race/ethnicity.

As a result of these long-term strategic resiliency assessments, the Governance and Nominating Committee has articulated a set of principles on board composition, which include:

 

Board Skills		∎   Consider the collective set of skills that allows the Board to cover all vectors of effective challenge of management, especially in the areas of business strategy, financial performance, enterprise risk management, cybersecurity risk, technology innovation, and executive talent and leadership   ∎   Ensure collective Board skill sets evolve with corporate strategy
Industry       Experience		∎   Seek and retain Board members with industry experience, both banking and technology, that align with our long-term strategy, understanding that such experience is critical to providing effective challenge   ∎   Recognize that the financial services industry is complex and understand the importance of having directors who have witnessed the extended nature of the banking business and credit cycles and can share the wisdom of those experiences
Diversity		∎   Believe having a Board with members who demonstrate a diversity of thought, perspectives, skills, backgrounds, and experiences is important to building an effective and resilient board, and as a result, have a goal of identifying candidates that can contribute to that diversity in a variety of ways, including racially/ethnically- and gender-diverse candidates
Board Size		∎   Consider the appropriate size of the Board in relation to promoting active engagement, open discussion and effective challenge of management   ∎   Continuously assess the depth of successors available to assume Board leadership positions for both expected and unexpected departures
Tenure		∎   Believe that it is critical to have members across a continuum of director tenure in order to ensure the effective oversight of a large financial institution, which must simultaneously embrace innovation and changing market and customer expectations and prudently preserve the safety and soundness of the institution through long-term business and credit cycles   ∎   Seek to have a mix of long-standing members, relatively new members, and remaining members at different points along the tenure continuum to cultivate Board membership that collectively represents members who have actively overseen the Company’s strategic journey through various business cycles, who have sufficient experience to assume Board leadership positions, and who bring fresh ideas and perspectives

 

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Section II - Corporate Governance at Capital One

 

Evergreen     Recruiting		∎   Engage in a continuous process of identifying and assessing potential director candidates in light of the Board’s collective set of skills and future needs   ∎   Recognize that recruiting new directors is not one-dimensional and that effective Board members are those who have relevant backgrounds and expertise combined with a broad business acumen; strategic leadership; a commitment to risk management; an understanding of the intricacies of a large, public company; and a dedication to the Company and its stockholders, the Board as a whole, and to the individual members that comprise the Board
Staged     Refreshment		∎   Take a long-term perspective to enable thoughtful director refreshment that meets strategic needs while avoiding disruption   ∎   Take a planned approach to changes in board membership, considering the timing of new director onboarding relative to planned retirements and departures   ∎   Recognize that new directors need time to become familiar with the Company’s business model and strategy and become deeply grounded in these matters to be well-positioned to challenge management effectively   ∎   Acknowledge that relationships among Board members develop organically over time and recognize the importance of protecting and nurturing the open, values-based culture that the Board enjoys to appropriately oversee and challenge management

The Board leverages several long-standing practices and processes to support Board refreshment in keeping with the principles articulated above, including:

 

∎

Annual assessments of the Lead Independent Director (see “Annual Assessment of the Lead Independent Director” on page 31 for more information).

 

∎

Annual evaluations of the Board and its committees (see “Annual Board and Committee Evaluations” beginning on page 29 for more information).

 

∎

Annual assessments of individual directors (see “Annual Assessment of Individual Director Nominees” on page 30 for more information).

Over the last few years, the Governance and Nominating Committee has discussed director recruiting plans on a quarterly basis, and has provided regular updates to the Board on those plans. In support of the Board’s long-term resiliency and refreshment efforts, seven new independent directors have been appointed in the last five years, six of whom are current director nominees.

 

CORPORATE GOVERNANCE

 

Section II - Corporate Governance at Capital One

 

Director Nominee Highlights (excluding our CEO)

 

What We Look for in Individual Director Nominees

The evaluation and selection of director nominees is a key aspect of the Governance and Nominating Committee’s regular evaluation of the composition of, and criteria for membership on, the Board. When considering director nominees, including incumbent directors standing for re-election, nominees to fill vacancies on the Board, and nominees recommended by stockholders, the Governance and Nominating Committee focuses on the development of a Board composed of directors that meet the criteria set forth below.

 

Personal Characteristics		Commitment to the Company
∎   High personal and professional ethics, integrity and honesty, good character, and judgment   ∎   Independence and absence of any actual or perceived conflicts of interest   ∎   The ability to be an independent thinker and willingness to provide effective challenge to management		∎   A willingness to commit the time and energy to satisfy the requirements of Board and committee membership, including the ability to attend and participate in meetings of the Board and committees of which they are a member and the annual meeting of stockholders and be available to management to provide advice and counsel   ∎   A willingness to rigorously prepare prior to each meeting and actively participate in the meeting   ∎   Possess, or be willing to develop, a broad knowledge of both critical issues affecting the Company and a director’s roles and responsibilities   ∎   A willingness to comply with our Director Stock Ownership Requirements, Corporate Governance Guidelines, and Code of Conduct
Diversity		Skills and Experience
∎   Capital One considers diversity along a variety of dimensions, including the candidate’s professional and personal experience, background, perspective, and viewpoint, as well as the candidate’s gender and race/ethnicity, as described in greater detail in our Corporate Governance Guidelines   ∎   The Governance and Nominating Committee recognizes that Capital One serves diverse communities and customers, and has instructed the third-party search firm used in director recruiting efforts to seek highly qualified women and people of color to include in its pool of nominees		∎   The value derived from each nominee’s skills, qualifications, experience, and ability to impact Capital One’s long-term strategic objectives   ∎   Substantial tenure and breadth of experience in leadership capacities   ∎   Business and financial acumen   ∎   Understanding of the intricacies of a public company   ∎   Experience in risk management   ∎   Strong educational background

 

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Section II - Corporate Governance at Capital One

 

The Governance and Nominating Committee balances these considerations when assessing the composition of the Board, and has determined that all of our director nominees possess the personal characteristics, level of commitment to the Company, diversity, and skills and experience that align with the Company’s long-term strategy and that enable the Board to operate in an engaged and effective manner.

Specific Skills and Experience

The Governance and Nominating Committee and the Board regularly review the Board’s membership in light of Capital One’s business model and strategic goals and objectives, the regulatory environment, and financial market conditions. In its review, the Governance and Nominating Committee considers whether the Board continues to possess the appropriate mix of skills and experience to oversee the Company in achieving these goals, and may seek additional directors as a result of this review. Our director nominees have the requisite experiences that, in the aggregate, meet an articulated set of director skills established by the Governance and Nominating Committee. These skills collectively allow our director nominees to leverage strategic and forward thinking, pattern recognition, and strong business acumen to effectively oversee the Company and create an engaged, effective, and strategically-oriented Board.

Skills and Experience of Our Non-Management Director Nominees

 

Strategic Planning and Transformation		Experience setting a long-term corporate vision or direction, developing desirable products and customer segments, assessing geographies in which to operate, and evaluating competitive positioning		10 Directors
Banking and Financial Services		Extended board experience or management experience in Retail Banking, Commercial Banking, Consumer Lending, Small Business Banking, Investment Banking, and/or other financial services		7 Directors
Consumer Lending, Retail Banking and/or Commercial Banking Executive		Executive level experience and oversight of Consumer Lending, Retail Banking and/or Commercial Banking		6 Directors
Digital, Technology, and Cybersecurity		Leadership and understanding of technology, digital platforms, and cyber risk		8 Directors
Technology Executive		Executive-level experience with direct oversight and expertise in technology, digital platforms, and cyber risk		4 Directors
Risk Management and Compliance		Significant understanding with respect to the identification, assessment, and oversight of risk management programs and practices		8 Directors
Public Company Senior Executive Management		Experience as a CEO or other senior executive at a public company		9 Directors
Public Accounting and Financial Reporting		Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements		3 Directors
Talent Management, Compensation, and Succession Planning		Understanding of the issues involved with executive compensation, succession planning, human capital management, and talent management and development		10 Directors
Public Company Governance		Extended experience serving as a director on a large public company board and/or experience with public company governance issues and policies, including governance best practices		9 Directors
Regulated Industries and Regulatory Issues		Experience with regulated businesses, regulatory requirements, and relationships with state and federal agencies		7 Directors
Marketing		Experience in brand management and using advertising channels to communicate compelling consumer experiences		6 Directors

 

CORPORATE GOVERNANCE

 

Section II - Corporate Governance at Capital One

 

Other Considerations

For new candidates, the Governance and Nominating Committee may also consider the results of the candidate’s interviews with directors and/or members of senior management and any background checks the Governance and Nominating Committee deems appropriate. In 2021, Capital One continued its engagement with Spencer Stuart, a third-party director search firm to identify and evaluate potential director candidates based on the criteria and principles described above.

When evaluating incumbent directors, the Governance and Nominating Committee also considers the director’s performance throughout the year, including the director’s attendance, preparation for, and participation in Board and committee meetings, the director’s annual evaluation, feedback received from fellow Board members, and the director’s willingness to serve for an additional term, as further described in the section “Annual Assessment of Individual Director Nominees” on page 30.

Process for Stockholder Recommendations of Director Candidates

Stockholders may propose nominees for consideration by the Governance and Nominating Committee by submitting the names and other relevant information as required by, and in compliance with, Capital One’s Bylaws, and further described in Capital One’s Corporate Governance Guidelines, to the Corporate Secretary at Capital One’s address set forth in the section “How to Contact Us” on page 51. Capital One’s Corporate Governance Guidelines require the Corporate Secretary to deliver a copy of the submitted information to the Chair of the Governance and Nominating Committee. The Governance and Nominating Committee will consider potential nominees proposed by stockholders on the same basis as it considers other potential nominees.

In addition, an eligible stockholder or group of stockholders may use Capital One’s “proxy access” bylaws to include stockholder-nominated director candidates in the Company’s proxy materials for annual meetings of stockholders. Our Bylaws permit up to 20 stockholders owning 3% or more of the Company’s outstanding common shares of voting stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of the Board (whichever is greater) provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.

Director Independence

Except for our CEO, who is the Company’s founder, the Board has affirmatively determined that the other members of our Board are independent under Capital One’s Director Independence Standards (the “Independence Standards”), which have been adopted by the Board as part of Capital One’s Corporate Governance Guidelines. The Independence Standards reflect the director independence requirements set forth in the listing standards of the New York Stock Exchange (“NYSE”) and other applicable legal and regulatory rules, and also describe certain categorical relationships that the Board has determined to be immaterial for purposes of determining director independence.

The categorical relationships the Board has deemed immaterial for purposes of determining director independence are: (i) relationships between Capital One and an entity where the director serves solely as a non-management director; (ii) transactions between Capital One and a director or a director’s immediate family (or their primary business affiliations) that fall below the numerical thresholds in the NYSE listing standards (or do not otherwise preclude independence under those standards), and that are ordinary course, on arm’s-length market terms, and, in the case of extensions of credit, followed usual underwriting procedures, present no more than the normal collectability risk or other unfavorable features and are in compliance with applicable legal and regulatory requirements; and (iii) discretionary contributions made by Capital One to not-for-profit organizations, foundations, or universities in which a director (or immediate family member) serves as an executive officer that in any single fiscal year within the last three years do not exceed the greater of $1 million or 2% of that entity’s consolidated gross revenues.

 

18						CAPITAL ONE FINANCIAL CORPORATION		2022 PROXY STATEMENT

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Section II - Corporate Governance at Capital One

 

In making its independence recommendations, the Governance and Nominating Committee and the Board evaluate information obtained from non-management directors’ responses to a questionnaire inquiring about their relationships with Capital One, and those of their immediate family members and primary business or charitable affiliations and other potential conflicts of interest, as well as certain information related to transactions, relationships, or arrangements between Capital One and a non-management director or their immediate family members, primary business, or charitable affiliations. Following this review, the Board determined that the relationships and transactions complied with the Corporate Governance Guidelines and the related NYSE standards.

 

CORPORATE GOVERNANCE

 

Section II - Corporate Governance at Capital One

 

Biographies of Director Nominees

 

Director Since:  1994    Age:  71    Capital One Committees:             ∎   None    Capital One Companies:   ∎   Capital One Bank (USA), N.A.       (Chair)   ∎   Capital One, N.A. (Chair)		Richard D. Fairbank   Chairman and Chief Executive Officer, Capital One Financial Corporation   Mr. Fairbank is the founder, CEO and Chairman of Capital One, a Fortune 100 company. He is one of only five founder-CEOs among America’s largest 100 companies. Mr. Fairbank has been the CEO since Capital One’s initial public offering in November 1994 and has served as the Chairman since February 1995. After earning his undergraduate degree and MBA from Stanford University, Mr. Fairbank was a strategy consultant and advised leading companies on long-term business strategy and growth opportunities. He came up with the idea for Capital One in 1987, and left his consulting career to build it.   Mr. Fairbank’s vision and leadership have positioned Capital One as a leading data and technology company and the company has been recognized as one of the most cloud-forward companies in the world. The Company serves more than 100 million customers, has built an iconic and respected brand, and has been recognized for being one of the best places to work.   Mr. Fairbank has over three decades of experience in banking and financial services. As the founder and CEO of Capital One, he is knowledgeable about all aspects of the company’s strategies, capabilities and culture. His qualifications as a director include his deep understanding of Capital One and his broad range of skills in the areas of strategy, technology, risk management, talent, brand and shareholder engagement.   Additional Public Directorships (current):   ∎   None

 

Director Since:  2021    Age:  40    Capital One Committees:             ∎   Compensation Committee    Capital One Companies:   ∎   Capital One, N.A.		Ime Archibong   Head of New Product Experimentation, Meta   Mr. Archibong is a seasoned product and business development technology executive. He has served as the Head of New Product Experimentation at Meta Platforms, Inc. (formerly known as Facebook, Inc.) since August 2019, where he leads an internal constituency of entrepreneurs testing new standalone experiences. From November 2010 to June 2020, Mr. Archibong served as Meta’s Vice President, Product Partnerships where he built the global team managing strategic partnerships with various constituencies including content developers, community leaders and not for profit organizations.   Prior to joining Meta, from February 2004 to October 2010, Mr. Archibong held roles of increasing responsibility at International Business Machines (IBM), including serving on the Advanced Technology Professional Business Development team focused on the future of storage, the Corporate Strategy team laying the foundation for IBM’s Smarter Cities initiative, and as a software engineer in the Systems and Technology Group.   Additional Public Directorships (current):   ∎   None

 

20						CAPITAL ONE FINANCIAL CORPORATION		2022 PROXY STATEMENT

CORPORATE GOVERNANCE

 

Section II - Corporate Governance at Capital One

 

Director Since:  2021    Age:  63    Capital One Committees:             ∎   Audit Committee   ∎   Risk Committee    Capital One Companies:   ∎   None		Christine Detrick   Former Director, Head of the Americas Financial Services Practice; Former Senior Advisor, Bain & Company   Ms. Detrick is a financial services industry veteran with more than 35 years of senior operating and executive leadership experience. She has deep expertise in the banking and insurance industries across a wide array of sectors, including asset management, credit cards, property and casualty, and life insurance, payments, and other consumer finance segments. From 2002 until 2012, Christine Detrick was a Senior Partner, Leader of the Financial Services Practice, and a Senior Advisor at Bain & Company, a management consulting firm. Before joining Bain, she served for 10 years at A.T. Kearney, Inc., a management consulting firm, including as Leader of the Global Financial Institutions group and a member of the Board of Management and Board of Directors. At Bain and A.T. Kearney, Ms. Detrick served banks on issues of strategy, operational transformation, risk management, and technology.   Prior to those roles, she was a founding member of a venture capital firm specializing in savings and loan institution turnarounds and served as the chief executive officer of St. Louis Bank for Savings. She was also a consultant at McKinsey and Company earlier in her career. Ms. Detrick also serves on the board of Hartford Mutual Funds, a mutual fund company, as chairman of the board and chair of their Investment Committee. She also previously served on the board of directors of Forest City Realty Trust, a public real estate investment trust, as chair of the Compensation Committee. She received her B.S. in Economics from the Wharton School of the University of Pennsylvania.   Additional Public Directorships (current):   ∎   Altus Power America, Inc.   ∎   CRA International, Inc.   ∎   Reinsurance Group of America, Inc. (ending on the date of Reinsurance Group of America, Inc.’s 2022 annual shareholder meeting)

 

Lead Independent Director    Director Since:  2004    Age:  68    Capital One Committees:             ∎   Compensation Committee   ∎   Governance and Nominating       Committee (Chair)   ∎   Risk Committee    Capital One Companies:   ∎   Capital One, N.A.		Ann Fritz Hackett   Former Strategy Consulting Partner   Ms. Hackett has extensive experience in leading companies that provide strategic, organizational and human resource consulting services to boards of directors and senior management teams. She has experience leading change initiatives, risk management, talent management, and succession planning and in creating performance-based compensation programs, as well as significant international experience and technology experience. Ms. Hackett also has extensive board experience.   Ms. Hackett is a former Strategy Consulting Partner. From 2015 through January 2020 she was a Partner and Co-founder of Personal Pathways, LLC, a technology company providing a web-based enterprise collaboration insights platform to better advance high performance professional relationships and support the kind of complex problem-solving required in today’s distributed workplace. Prior to her role at Personal Pathways, she was President of Horizon Consulting Group, LLC, a strategic and human resource consulting firm founded by Ms. Hackett in 1996, providing global consumer product and service companies with innovative strategy and human capital initiatives. Prior to launching Horizon Consulting, Ms. Hackett spent 11 years at a leading national strategy consulting firm where she served as Vice President and Partner, served on the Management Committee, led Human Resources, and developed her expertise in strategy, change management, creating performance management processes and a performance-based culture, developing leadership talent, and planning for executive succession. Ms. Hackett is also a member of Tapestry Networks’ Lead Director Network, a select group of lead directors who collaborate on matters regarding board leadership. She also previously served as a director of Beam, Inc. (formerly Fortune Brands, Inc.) from December 2007 until April 2014.   Additional Public Directorships (current):   ∎   Fortune Brands Home & Security, Inc.

 

CORPORATE GOVERNANCE

 

Section II - Corporate Governance at Capital One

 

Director Since:  2016    Age:  54    Capital One Committees:   ∎ Compensation Committee   ∎ Risk Committee    Capital One Companies:             ∎ Capital One, N.A.		Peter Thomas Killalea   Former Vice President of Technology, Amazon.com   Mr. Killalea, a seasoned technology executive and advisor, has deep expertise in product development, digital innovation, customer experience, and security.   Mr. Killalea is an advisor to technology-driven companies. From November 2014 to December 2021, Mr. Killalea served as the Owner and President of Aoinle, LLC, a consulting firm. From May 1998 to November 2014, Mr. Killalea served in various senior executive leadership roles at Amazon, most recently as its Vice President of Technology for the Kindle Content Ecosystem. He led Amazon’s Infrastructure and Distributed Systems team, which later became a key part of the Amazon Web Services Platform. Prior to that, he served as Amazon’s Chief Information Security Officer and Vice President of Security.   Mr. Killalea also currently serves on the editorial board of ACM Queue (Association for Computing Machinery). He previously served on the board of Xoom Corporation (acquired by PayPal Inc.) from March 2015 to November 2015 and Carbon Black, Inc. (acquired by VMware) from April 2017 to October 2019.   Additional Public Directorships (current):   ∎   Akamai Technologies, Inc.   ∎   MongoDB, Inc.

 

Director Since:  2019    Age:  60    Capital One Committees:             ∎   Audit Committee   ∎   Compensation Committee   ∎   Risk Committee    Capital One Companies:   ∎   Capital One Bank (USA), N.A.		Eli Leenaars   Group Chief Operating Officer, Quintet Private Bank   Mr. Leenaars has over 30 years of experience in the financial services sector, including institutional and investment banking, asset management, corporate and retail banking, and in cultivating sophisticated client relationships. A respected expert on the future of digital banking, as well as global industry trends in finance, investment, banking, and leadership, Mr. Leenaars has experience managing businesses through a wide range of matters including mergers and acquisitions, complex corporate restructuring, strategic initiatives, and challenging financial environments.   Mr. Leenaars currently serves as Group Chief Operating Officer of Quintet Private Bank and is a member of its Authorized Management Committee. Prior to joining Quintet, Mr. Leenaars served as Vice Chairman of the Global Wealth Management Division at UBS Group AG, a Swiss multinational investment bank and financial services company, since April 2015. In this role, he engages on senior relationship management with a focus on UBS’ largest non-U.S. clientele.   Prior to joining UBS, Mr. Leenaars enjoyed a 24-year career at ING Group N.V., a Dutch multinational banking and financial services company, and various of its subsidiaries. From January 2010 until March 2015, he served as the CEO of ING Retail Banking Direct and International for ING, where he was responsible for Retail Banking and Private Banking worldwide. This included serving as CEO of ING Direct N.V., the parent company of ING Direct in the U.S., which pioneered the national direct deposit platform. Between 2004 and 2010, Mr. Leenaars was also member of ING’s Executive Board with responsibility for ING’s Global Retail and Private Banking operations and Group Technology and Operations. In addition, Mr. Leenaars previously served as a member of our Board from May 2012 to September 2012 in connection with Capital One’s acquisition of ING Direct.   Mr. Leenaars is a member of the Executive Committee of the Trilateral Commission (Paris, Tokyo, and Washington, DC).   Additional Public Directorships (current):   ∎   None

 

22						CAPITAL ONE FINANCIAL CORPORATION		2022 PROXY STATEMENT

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Section II - Corporate Governance at Capital One

 

Director Since:  2019    Age:  50    Capital One Committees:             ∎   Compensation Committee       (Chair)   ∎   Governance and Nominating       Committee    Capital One Companies:   ∎   Capital One, N.A.		François Locoh-Donou   President, Chief Executive Officer, and Director, F5 Networks, Inc.   Mr. Locoh-Donou has nearly two decades of enterprise technology experience, building a wide range of product teams, and operations around the world. He is well known for his ability to envision where industries are going and inspire organizations to identify and execute on future growth opportunities—especially in the areas of cloud, software, analytics, and security.   In April 2017, Mr. Locoh-Donou was hired as the President and Chief Executive Officer of F5 Networks, where he has refocused the company on Applications Services Software (including Security) for Multi-Cloud environments. He is also the only management member of the F5 Board of Directors. Prior to joining F5, Mr. Locoh-Donou held successive leadership positions at Ciena Corporation (from 2002 to March 2017), a network strategy and technology company, including Chief Operating Officer; Senior Vice President, Global Products Group; Vice President and General Manager, EMEA; Vice President International Sales; and Vice President and Marketing. Prior to joining Ciena, Mr. Locoh-Donou held research and development roles with Photonetics, a French opto-electronics company.   Mr. Locoh-Donou is also the co-founder and Chairman of Cajou Espoir, a cashew-processing facility that employs several hundred people in rural Togo, 80 percent of whom are women.   Additional Public Directorships (current):   ∎   F5 Networks, Inc.

 

Director Since:  2012    Age:  65    Capital One Committees:             ∎   Governance and Nominating       Committee   ∎   Risk Committee (Chair)    Capital One Companies:   ∎   Capital One, N.A.		Peter E. Raskind   Former Chairman, President and Chief Executive Officer, National City Corporation   Mr. Raskind has more than 40 years of banking experience, including in corporate banking, retail banking, wealth management/trust, mortgage, operations, technology, strategy, product management, asset/liability management, risk management and acquisition integration. Through his extensive banking career, he has served in a number of senior executive leadership roles and held positions of successively greater responsibility in a broad range of consumer and commercial banking disciplines, including cash management services, corporate finance, international banking, wealth management and corporate trust, retail and small business banking, operations and strategic planning.   Most recently, Mr. Raskind was a consultant to banks and equity bank investors as the owner of JMB Consulting, LLC, which he established in February 2009 and managed through 2017. Prior to founding JMB Consulting, Mr. Raskind served as Chairman, President and Chief Executive Officer of National City Corporation, one of the largest banks in the United States, until its merger with PNC Financial Services Group in December 2008. Mr. Raskind has served as a director of United Community Banks, Inc. and Visa USA and Visa International. He also served on the board of directors of the Consumer Bankers Association, was a member of the Financial Services Roundtable, and on the executive committee of the National Automated Clearing House Association. In addition, Mr. Raskind served as Interim Chief Executive Officer of the Cleveland Metropolitan School District in 2011, and in 2010, he served as Interim Chief Executive Officer of the Cleveland-Cuyahoga County Port Authority.   Additional Public Directorships (current):   ∎   None

 

CORPORATE GOVERNANCE

 

Section II - Corporate Governance at Capital One

 

Director Since:  2020    Age:  67    Capital One Committees:             ∎   Audit Committee   ∎   Risk Committee    Capital One Companies:   ∎   Capital One Bank (USA), N.A.		Eileen Serra   Former Senior Advisor, JP Morgan Chase & Co.; Former Chief Executive Officer, Chase Card Services   Ms. Serra served in various leadership roles over the course of her more than 20 years in the financial services industry, which included responsibility for operations, product development, customer engagement, digital transformation, strategic and growth initiatives, and talent management.   A seasoned credit card industry executive, Ms. Serra served in a variety of executive positions at JP Morgan Chase & Co., including as Chief Executive Officer of Chase Card Services from 2012 to 2016. While at Chase, Ms. Serra established and developed successful consumer credit card products and brands, loyalty programs, partner relationships, and digital mobile payment solutions. Most recently, from 2016 until her retirement in February 2018, she served as Senior Advisor focusing on strategic growth initiatives.   Prior to joining JP Morgan Chase in 2006, Ms. Serra was a Managing Director and Head of Private Client Banking Solutions at Merrill Lynch. She also served as Senior Vice President at American Express where, among other responsibilities, she led the Small Business Credit Card and Lending businesses. Prior to American Express, she was a partner at McKinsey & Company. Ms. Serra currently serves as a director and member of the compensation committee of Gartner, Inc. and director and member of the audit committee of Boxed, Inc.   Additional Public Directorships (current):   ∎   Gartner, Inc.   ∎   Boxed, Inc.

 

Director Since:  2003    Age:  67    Capital One Committees:             ∎   Compensation Committee   ∎   Governance and Nominating Committee    Capital One Companies:   ∎   Capital One, N.A.		Mayo A. Shattuck III   Chairman, Exelon Corporation; Former Chairman, President and Chief Executive Officer, Constellation Energy Group   Mr. Shattuck has decades of experience in global corporate finance and lending, corporate strategy, capital markets, risk management, executive compensation and private banking, has led two large, publicly held companies and has served on other public company boards.   Since 2013, Mr. Shattuck has served as Chairman of the Board of Chicago-based Exelon Corporation, a Fortune 100 company that owns six utilities and is the nation’s largest competitive energy provider and commercial nuclear plant operator. Previously, Mr. Shattuck was Chairman, President and Chief Executive Officer of Constellation Energy Group, a position he held from 2001 to 2012. Mr. Shattuck is also Chairman of the Board of Johns Hopkins Hospital.   Mr. Shattuck has extensive experience in the financial services industry. He was previously at Deutsche Bank, where he served as Global Head of Investment Banking, Global Head of Private Banking and was Chairman of Deutsche Banc Alex. Brown. From 1997 to 1999, Mr. Shattuck served as Vice Chairman of Bankers Trust Corporation, which merged with Deutsche Bank in 1999. In addition, from 1991 to 1997, Mr. Shattuck was President and Chief Operating Officer and a director of Alex. Brown & Sons, a major investment bank, which merged with Bankers Trust in 1997. Mr. Shattuck is the former Chairman of the Institute of Nuclear Power Operators.   Additional Public Directorships (current):   ∎   Exelon Corporation (ending on the date of Exelon Corporation’s 2022 annual shareholder meeting)   ∎   Gap, Inc.

 

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Section II - Corporate Governance at Capital One

 

Director Since:  2008    Age:  70    Capital One Committees:             ∎   Audit Committee (Chair)   ∎   Risk Committee    Capital One Companies:   ∎   Capital One Bank (USA), N.A.		Bradford H. Warner   Former President of Premier and Small Business Banking, Bank of America Corporation   Mr. Warner has deep experience in a broad range of commercial, consumer, investment and international banking leadership roles, as well as in corporate banking functions, customer relationships, corporate culture change management, enterprise risk management, and technology.   Mr. Warner served in a variety of executive positions at BankBoston, FleetBoston and Bank of America from 1975 until his retirement in 2004. These positions included President of Premier and Small Business Banking, Executive Vice President of Personal Financial Services, and Vice Chairman of Regional Bank.   Throughout his banking career, Mr. Warner served in leadership roles for many of the major business lines and functional disciplines that constitute commercial banking, including leadership of retail and branch banking, consumer lending (credit cards, mortgage and home equity), student lending and small business; various corporate banking functions, including community banking and capital markets businesses, such as underwriting, trading and sales of domestic and international fixed income securities, foreign exchange and derivatives; international banking businesses in Asia, northern Latin America and Mexico; and several investment-related businesses, including private banking, asset management and brokerage. He also served on the most senior management policy and governance committees at BankBoston, FleetBoston, and Bank of America.   Additional Public Directorships (current):   ∎   None

 

Director Since:  2013    Age:  62    Capital One Committees:   ∎   Audit Committee   ∎   Risk Committee    Capital One Companies:             ∎   Capital One Bank (USA),       N.A.		Catherine G. West   Former Special Advisor, Promontory Financial Group; Former Associate Director and Chief Operating Officer, Consumer Financial Protection Bureau   Ms. West has a multifaceted background in financial services with more than 30 years of experience in financial services operations, business line management (P&L), regulatory matters, technology platform conversions, process automation and innovation, and strategy development. She has experience in initial public offerings, and mergers and acquisitions, and has a keen understanding of business strategy, operations, and the regulatory perspective in the financial services industry.   Ms. West served as a Special Advisor to Promontory Financial Group, a financial services consulting firm, from May 2013 until her departure in October 2013, and as Managing Director from April 2012 until April 2013. From March 2011 to April 2012, Ms. West was the Associate Director and Chief Operating Officer of the Consumer Financial Protection Bureau (the “CFPB”) a federal agency tasked with regulating U.S. consumer protection with regard to financial services and products, where she led the start-up of the agency’s infrastructure. While at the CFPB, Ms. West also played an integral part in implementing a Consumer Response unit designed to solicit views from consumers regarding their experiences with financial institutions and leveraged those views to effect policy change. Prior to joining the CFPB, she served as the Chief Operating Officer of J.C. Penney from August 2006 to December 2006. Ms. West was an executive officer at Capital One Financial Corporation from March 2000 to July 2006, where she served in roles that included President of the U.S. Card business and Executive Vice President of U.S. Consumer Operations. Prior to her time at Capital One, Ms. West spent over 10 years primarily in consumer card banking at several institutions.   Additional Public Directorships (current):   ∎   None

 

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Section II - Corporate Governance at Capital One

 

Director Since:  2021    Age:  52    Capital One Committees:             ∎   Audit Committee    Capital One Companies:   ∎   Capital One Bank (USA),       N.A.		Craig Anthony Williams   President, Jordan Brand, Nike, Inc.   Mr. Williams, a seasoned marketing executive, has extensive experience in product development, leading cross-functional teams and driving global strategy and operations. He has served as the President of Jordan Brand at Nike, Inc. since January 2019, where he leads a cross-functional team focused on the brand’s vision, strategy and global growth.   Prior to joining Nike, Inc., Mr. Williams was the Senior Vice President, The Coca-Cola Co. and President of The Global McDonald’s Division (TMD) from January 2016 to January 2019, where he was responsible for brand and category growth. During his time at The Coca-Cola Co., Mr. Williams held a variety of executive roles within TMD Worldwide, including Senior Vice President and Chief Operating Officer, Vice President U.S., Assistant Vice President of U.S. Marketing and Group Director of U.S. Marketing. Prior to joining The Coca-Cola Co. in June 2005, Mr. Williams was a Global Marketing Director at CIBA Vision Corporation, a contact lenses and lens care product manufacturer, a brand management executive at Kraft Foods Inc., and served as a Naval Nuclear Power Officer in the U.S. Navy.   Additional Public Directorships (current):   ∎   None

Board Leadership Structure

The Independent Directors, each year in conjunction with the Board’s self-assessment, evaluate the continued effectiveness of the Board’s leadership structure in the context of Capital One’s specific circumstances, culture, strategic objectives, and challenges. The diverse backgrounds and experiences of our directors provide the Board with broad perspectives from which to determine the leadership structure best suited for Capital One and the long-term interests of Capital One’s stockholders and other stakeholders.

We believe that our existing Board leadership structure, with Mr. Fairbank acting as CEO and Chairman of the Board, provides the most effective governance framework and allows our Company to benefit from Mr. Fairbank’s talent, knowledge, and leadership as the founder of Capital One and allows him to use the in-depth focus and perspective gained in running the Company to effectively and efficiently lead our Board. Capital One appropriately maintains strong independent and effective oversight of our business and affairs through our empowered Lead Independent Director; all-independent Board committees with independent chairs that oversee the Company’s operations, risks, performance, and business strategy; experienced and committed directors; and frequent executive sessions without management (including Mr. Fairbank) in attendance.

Lead Independent Director

Our Board believes that an active, empowered Lead Independent Director is key to providing strong, independent leadership for the Board. The Lead Independent Director position, elected annually by the other disinterested independent directors upon the recommendation of the Governance and Nominating Committee, is a critical aspect of our corporate governance framework.

 

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Section II - Corporate Governance at Capital One

 

The Lead Independent Director’s responsibilities include:

 

Board Leadership

∎   Organizing and presiding over executive sessions   ∎   Setting the agendas for and leading executive sessions   ∎   Having authority to call meetings of the Independent Directors   ∎   Soliciting feedback for and engaging the CEO on executive sessions   ∎   Advising the Chairman of the Board on the retention of advisors and consultants who report directly to the Board   ∎   Advising the Governance and Nominating Committee and the Chairman of the Board on the membership of Board committees and the selection of committee chairs   ∎   Acting as a key advisor to the CEO on a wide variety of Company matters

Board Culture

∎   Serving as liaison between the Chairman of the Board and the Independent Directors   ∎   Facilitating discussion among the Independent Directors on key issues and concerns outside of Board meetings   ∎   Ensuring Board discussions demonstrate appropriate effective challenge of management   ∎   Facilitating teamwork and communication among the Independent Directors   ∎   Fostering an environment that allows for engagement by and commitment of Board members

 

Board Meetings

∎

Approving meeting agendas for the Board

 

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Approving information sent to the Board

 

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Approving Board meeting schedules and working with the Chairman of the Board and committee chairs to assure there is sufficient time for discussion of all agenda items

 

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Presiding at all meetings of the Board at which the Chairman of the Board is not present

 

Performance and Development

∎

Leading the annual performance assessment of the CEO

 

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Facilitating the Board’s engagement with the CEO with respect to the CEO’s performance assessment and CEO succession planning

 

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Leading the Board’s annual self-assessment and providing recommendations for improvement, if any

 

Stockholder Engagement

∎

If requested by stockholders, ensuring that he or she is available for consultation and direct communication

 

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Reviewing stockholder communications addressed to the full Board, to the Lead Independent Director, or the Independent Directors, as appropriate

In evaluating candidates for Lead Independent Director, the Independent Directors consider several factors, including each candidate’s corporate governance experience, Board service and tenure, leadership roles, and ability to meet the necessary time commitment. For an incumbent Lead Independent Director, the Independent Directors also consider the results of the candidate’s annual Lead Independent Director assessment. For a description of the Lead Independent Director annual assessment process, see “Annual Assessment of the Lead Independent Director” beginning on page 31.

 

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Section II - Corporate Governance at Capital One

 

Key Board Governance Practices

2021 Board Meetings and Attendance

 

∎

The Board held 16 meetings and the Board’s committees collectively held 33 meetings

 

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All directors then serving attended the 2021 Annual Stockholder Meeting, and Capital One expects all of the director nominees to attend the 2022 Annual Stockholder Meeting

 

∎

Each of our current directors attended at least 75% of the aggregate number of the meetings of the Board and the committees on which they served during the period the director was on the Board or committee

Director Onboarding and Education

The Company, in consultation with the Governance and Nominating Committee, has established director onboarding and continuing director education programs to support our directors in fulfilling their responsibilities and to assist them in keeping current on industry, corporate, regulatory, and other developments.

All new directors participate in the Company’s director onboarding program to facilitate director learning relating to the Company’s values, strategic plans, accounting policies, financial reporting, risk management, code of ethics, key regulatory issues, competition, and industry dynamics. As part of this onboarding program, over a period of approximately 18 months, new directors meet with members of senior management serving in various roles and functions, as well as Board committee chairs, the Lead Independent Director, and individual directors, to review and discuss information about the Company, the business, the boardroom, and individual director roles and responsibilities. Additionally, new directors are assigned an experienced director to serve as a mentor to facilitate their onboarding to the Board and the Company.

Our continuing director education program is designed to provide: (i) regular updates on external opportunities for continuing education offered by applicable regulators, professional organizations, and academic institutions; (ii) internal director education programs; (iii) various board-related publications; and (iv) access to peer-to-peer networks. Our directors are also encouraged to pursue other educational opportunities, at the Company’s expense, to enhance directors’ ability to perform their duties.

Executive Sessions

Our Independent Directors regularly convene executive sessions led by the Lead Independent Director at Board and committee meetings as needed. The executive sessions allow the Independent Directors to discuss strategy, CEO and senior management performance and compensation, succession planning, Board effectiveness, and other matters without management present.

In 2021, the Independent Directors met 13 times in executive session. During these executive sessions, Directors have access to all the members of senior management as they may request, such as the CEO, CFO, Corporate Secretary, General Counsel, Chief Risk Officer, Chief Audit Officer, Chief Information Security Officer, Chief Technology Risk Officer, Chief Credit Review Officer, and Chief Compliance Officer. The Lead Independent Director and/or any director may request additional executive sessions of Independent Directors.

Directors Are Actively Engaged Outside of Board Meetings

Engagement outside of Board meetings provides our directors with additional insight into our business and industry. It also provides our Board with valuable perspective on the performance of our Company, Board, CEO, and other members of senior management.

 

∎

Our committee chairs and Lead Independent Director meet and communicate regularly with each other and with both the CEO and members of our management team, as well as with our federal regulators, usually independently of the CEO.

 

 

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Section II - Corporate Governance at Capital One

 

∎

Our committee chairs and Lead Independent Director conduct pre-meeting reviews of agendas and provide feedback directly to management. After Board meetings, the committee chairs and Lead Independent Director conduct post-meeting debriefs with management to discuss any follow-up items.

 

∎

Individual directors confer with each other and with our CEO, members of our senior management team, and other key associates as needed.

Annual Board and Committee Evaluations

Annually, in compliance with the NYSE listed company rules and other applicable laws, rules, and regulations, the Board and its committees conduct formal self-evaluations to assess and improve the Board’s effectiveness and functionality. Furthermore, the Board and its committees periodically may further assess their effectiveness outside of the annual self-evaluation process. The Board believes that in addition to serving as a tool to evaluate and improve performance, evaluations can serve several other purposes, including the promotion of good governance and the integrity of financial reporting, reduction of risk, informing the Board refreshment process, strengthening the Board-management partnership, and helping set and oversee Board expectations of management. In assessing their performance, the Board and its committees take a multi-year perspective to identify and evaluate trends and assure themselves that areas identified for improvement are appropriately and timely addressed.

To ensure the process stays fresh and continues to generate rich insights, the Board follows a cyclical, programmatic approach when conducting Board and committee evaluations. This approach includes regular, holistic reviews of the evaluation framework, methodology, and form. While the Board and each of its committees conducts a formal evaluation annually, the Board considers its performance and that of its committees continuously throughout the year and shares feedback with management.

 

 

CORPORATE GOVERNANCE

 

Section II - Corporate Governance at Capital One

 

As part of the Board’s self-evaluation process, directors consider various topics related to Board composition, effectiveness, structure, and performance and the overall mix of director skills, experience, and background. Specifically, topics considered during the 2021 annual Board and committee self-evaluations process included:

 

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Board engagement, culture, and setting the “tone at the top”

 

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Board leadership, including the roles of the Lead Independent Director and Chairman of the Board

 

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Oversight of and engagement in corporate strategy (both short- and long-term strategic objectives) and Company performance

 

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Oversight of the CEO, executive compensation, and evaluation

 

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CEO and executive talent development and succession planning

 

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Access to Company executives and associates

 

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Board and committee composition, including director skills, background, diversity, and new director recruiting activities

 

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Oversight of enterprise and technology risk, including the stature of the risk management function and appropriateness of the Company’s risk appetites and risk management in light of the scale and complexity of the Company’s business

 

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Overall Board governance including quality and quantity of materials and information, conduct of meetings, and support for those activities from management

Each year, the Board and its committees may conduct their annual evaluations through one or a combination of evaluative approaches, including written surveys, individual director interviews, group discussions in executive session, and/or engagement of a third-party facilitator.

Annual Assessment of Individual Director Nominees

Each year the Chair of the Governance and Nominating Committee conducts an individual director assessment process. This process includes candid, one-on-one discussions between the Governance and Nominating Committee’s Chair and each Board member regarding the individual performance and effectiveness of the directors nominated by the Board for re-election by Capital One’s stockholders. Directors may also provide feedback on any other individual director’s performance at any time, regardless of whether it is part of the formal assessment process.

 

 

 

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Section II - Corporate Governance at Capital One

 

Annual Assessment of the Lead Independent Director

To support the Independent directors in selecting the Lead Independent Director, the Governance and Nominating Committee oversees an annual process to evaluate the performance and effectiveness of the Lead Independent Director. Each year the Governance and Nominating Committee designates one Independent Director as a facilitator, who solicits feedback and perspectives from all directors on the Lead Independent Director. The facilitator then shares the results with the Governance and Nominating Committee and, as appropriate, the Board, without the Lead Independent Director present. The Independent Directors consider the results of this assessment in the annual selection of the Lead Independent Director.

Our Lead Independent Director is currently Ms. Hackett. As Lead Independent Director, Ms. Hackett has a strong record of active engagement both inside and outside the boardroom, including regular meetings with federal regulators and company executives in one-on-one and group settings. Ms. Hackett is also an active member of Tapestry Networks’ Lead Director Network, a select group of lead independent directors from America’s most successful companies who share a commitment to improving corporate performance and earning stockholder trust through more effective board leadership. Leveraging her significant experience serving in leadership capacities in a variety of environments, Ms. Hackett has fostered a culture of collaboration, diligence, trust, and mutual respect that allows the Board to work effectively to provide oversight of and effective challenge to management. Based on her performance, the Independent Directors unanimously supported Ms. Hackett’s re-election as Lead Independent Director for a one-year term beginning May 2021.

Annual Performance Assessment of the CEO

Led by the Lead Independent Director, the Independent Directors annually assess the performance of Mr. Fairbank as Capital One’s CEO through a process developed and overseen by the Governance and Nominating Committee. This process includes an in-depth discussion of the CEO’s performance by the Independent Directors in executive session during which directors consider a variety of factors. For example, cultural values and ethical conduct are critical factors in both selecting and evaluating the CEO, and therefore, the Independent Directors specifically consider the CEO’s efforts in establishing and maintaining Capital One’s culture, brand, and reputation, with a strategic focus on products and services to build an enduring customer franchise and on embedding Capital One’s culture throughout the organization. The Independent Directors also consider feedback from the Board and self-assessment materials provided by Mr. Fairbank regarding his and the Company’s performance and achievements of various subjective and objective metrics. For additional information, see “Chief Executive Officer Compensation” beginning on page 70.

The annual CEO performance assessment is completed as part of the year-end compensation process. The Compensation Committee manages year-end compensation decisions within the context of such assessment, and the Lead Independent Director and Chair of the Compensation Committee jointly share the feedback of the CEO performance assessment with Mr. Fairbank in a closed session.

The Board’s Role in Corporate Oversight

Our Board is accountable for oversight of Capital One’s business affairs and operations. In carrying out this responsibility, among other things, the Board oversees management’s development and implementation of the Company’s (i) corporate culture; (ii) corporate strategy; (iii) financial performance and associated risks; (iv) the enterprise-wide risk management framework, including cybersecurity risk; (v) succession planning for the Company’s CEO and other key executives; and (vi) policies, programs, and strategies related to environmental, social, and governance matters. For information regarding the Board’s role in oversight of the Company’s policies, programs, and strategies related to environmental and social practices, see “Environmental, Social, and Governance Practices” beginning on page 46.

 

CORPORATE GOVERNANCE

 

Section II - Corporate Governance at Capital One

 

COVID-19 Pandemic

During 2021, the Board was deeply engaged in the Company’s response to the COVID-19 pandemic. As the COVID-19 pandemic developed, a cross-functional team of Company management was assembled to continuously monitor the impact of the COVID-19 pandemic on our business and implement necessary measures to appropriately manage risk. The Board has received frequent updates on the pandemic’s impact on market conditions and the Company’s business and associates, and reviewed with management the Company’s risk mitigation strategies and business contingency plans. Since mid-March 2020, this Board oversight included both formal and informal Board meetings and updates regarding the Company’s pandemic response.

Corporate Culture

Capital One believes that a strong ethical corporate culture is a key element of sound and sustainable corporate governance practices, beginning at the top with senior leadership. The Board plays a critical role in supporting and overseeing Capital One’s corporate culture, mission, values, and setting the “tone at the top” by adopting policies, codes of ethics, and a philosophy for hiring and compensation practices that promote ethical behavior, compliance with laws and regulations, including those pertaining to consumer protection and privacy, effective internal controls and risk management, and sound governance. The Company’s governance and risk management programs also support a strong and sustainable culture in several ways, including through the governance framework, risk management program, ethics program, and talent management and compensation policies and practices.

The Board and its committees have many opportunities to oversee and engage with management on the Company’s culture throughout the year including through, among other things:

 

∎

Reviewing and overseeing Capital One’s strategy, including by engaging in constructive dialogue with the CEO and senior executives on the alignment of the Company’s culture, mission, and values with its long-term strategy, including during the annual Board Strategy Meeting (which is further discussed below under “Corporate Strategy”);

 

∎

Reviewing and adopting employment policies, compensation plans and incentive structures that promote effective internal controls and governance practices and overall ethical behavior;

 

∎

Engaging with the Chief Human Resources Officer and reviewing and discussing the results of associate engagement surveys (which include associate feedback on the Company’s culture, mission, and values), associate retention and turnover metrics, employment policies and benefits, and the Company’s diversity and inclusion efforts and results; and

 

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Approving and overseeing adherence to the Company’s Code of Conduct, and receiving regular reporting from the Chief Compliance Officer on the Company’s ethics program and associate conduct.

Corporate Strategy

The Board, in fulfilling its responsibility to manage risk and maximize long-term stockholder value, is accountable for reviewing and overseeing the creation and implementation of Capital One’s corporate strategy. The Board expects management, with input from the Board, to develop, communicate, and implement a strategy that allows Capital One to: (i) invest in long-term capabilities and opportunities; (ii) secure competitive, endgame positions in our key businesses; (iii) attract and retain customers; (iv) grow resiliently; (v) promote ethical behavior and compliance with applicable laws and regulations; (vi) withstand economic stress and market volatility; and (vii) conform to the Board’s established risk tolerance. These strategies should deliver long-term benefits and returns to our stakeholders, including our stockholders, regulators, customers, associates, and communities in which we operate.

 

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Section II - Corporate Governance at Capital One

 

The development of Capital One’s strategy is an ongoing, iterative process that includes engagement from and between the CEO, Division Presidents, the CFO, the General Counsel, the Corporate Secretary, the Chief Risk Officer, the Chief Audit Officer, and the Board. Each year, the full Board participates in an annual Board Strategy Meeting that provides an opportunity for the Board to engage with the CEO and key senior leaders in assessing the competitive environment and Capital One’s enterprise and divisional strategies, and to provide effective challenge, feedback, and input on the Company’s long-term strategy and investments. Following the Board Strategy Meeting, the Chief Risk Officer meets with the full Board to provide a risk assessment of Capital One’s strategic imperatives. Afterwards, the Board reviews and approves the long-term strategic plan. As the year progresses, the Board remains engaged in overseeing the implementation and monitoring of Capital One’s strategy through updates by the CEO on enterprise corporate strategy and by Division Presidents on business line strategies and results. These updates typically include business line performance and outlook, external and competitive trends, key investment opportunities, and risk evaluation and mitigation strategies. This approach allows the Board to engage in informed discussions with management regarding financial performance and trajectory, capital allocation, strategy implementation, and risk-mitigation plans, where appropriate.

Financial Performance and Associated Risks

The Board oversees the Company’s financial performance by reviewing with management, on a regular basis, the Company’s quarterly and annual financial statements. The Audit Committee oversees the integrity of the Company’s financial statements by, among other things, obtaining independent assurance as to the completeness and accuracy of its financial statements from an independent registered public accounting firm, whose qualifications, independence, and performance it reviews on an annual basis. The Audit Committee also oversees the integrity of the Company’s internal controls over financial reporting by, among other things, reviewing periodic assessments of the adequacy and effectiveness of the Company’s financial controls performed by both the Company’s independent registered public accounting firm and internal audit function. In addition, the Board, either directly or through the Risk Committee, plays an integral role in the oversight of capital planning and adequacy, funding and liquidity risk management, market risk management, investment portfolio management, and other asset liability management matters.

Risk Oversight

The Board believes that effective risk management and control processes are critical to Capital One’s safety and soundness, our ability to predict and manage the challenges that Capital One and the financial services industry face, and, ultimately, Capital One’s long-term corporate success.

The enterprise-wide risk management framework defines the Board’s appetite for risk taking and enables senior management to understand, manage, and report on risk. The risk management framework is implemented enterprise-wide and includes seven risk categories: compliance, credit, liquidity, market, operational, reputation, and strategic. Management has developed risk appetite statements with accompanying metrics which are meaningful to the organization and reflect the aggregate level and types of risk Capital One is willing to accept in order to achieve its business objectives, clarifying both risks the Company is actively taking and risks that are purposely avoided.

The Risk Committee is responsible for the oversight of enterprise-wide risk management for the Company, and is responsible for reviewing and recommending to the Board for approval certain risk tolerances taking into account the Company’s structure, risk profile, complexity, activities, size, and other appropriate risk-related factors. Within management, enterprise-wide risk management is generally the responsibility of the Chief Risk Officer, who has accountability for proposing risk tolerance and reporting levels related to all seven risk categories. The Chief Risk Officer is also responsible for ensuring that the Company has an overall enterprise risk framework and that it routinely assesses and reports on enterprise level risks. The Chief Risk Officer reports both to the CEO and to the Risk Committee. The Audit Committee also plays an important risk oversight function, and oversees elements of compliance. The Compensation Committee oversees compensation policies and practices to ensure balanced risk-taking as further described in “Risk Assessment of Compensation Policies and Practices” beginning on page 34 below. Finally, the Board as a whole oversees the entire enterprise-wide risk framework for the Company, including the oversight of strategic risk.

 

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Cybersecurity and Technology Risk

As a financial services company entrusted with the safeguarding of sensitive information, our Board believes that a strong enterprise cyber program is vital to effective risk management. As part of its program of regular oversight, the Risk Committee of the Board is responsible for overseeing cyber risk, information security, and technology risk, including management’s actions to identify, assess, mitigate, and remediate material cyber issues and risks. The Risk Committee receives quarterly reports from the Chief Information Security Officer and Chief Technology Risk Officer on the Company’s technology and cyber risk profile, enterprise cyber program, and key enterprise cyber initiatives. In addition, the Risk Committee discusses matters escalated to it by the Technology and Cyber Risk Committee, a management-level committee dedicated to the discussion of enterprise-wide cybersecurity and technology risk issues whose responsibilities include, among other things, discussion of cyber and technology risks. The Risk Committee coordinates with the full Board regarding the strategic implications of cyber and technology risks.

The Chief Information Officer, Chief Information Security Officer, and Chief Technology Risk Officer also follow a risk-based escalation process to notify the Risk Committee outside of the quarterly reporting cycle when they identify an emerging risk or material issue. The Risk Committee annually reviews and recommends the Company’s information security policy and information security program to the Board for approval. At least annually, the Board reviews and discusses the Company’s technology strategy with the Chief Information Officer; reviews and discusses the Company’s cybersecurity strategy with the Chief Information Security Officer and Chief Technology Risk Officer; and approves the Company’s technology strategic plan. In addition, the Risk Committee participates in periodic cyber education sessions.

Succession Planning

Under the Corporate Governance Guidelines, the Board is responsible for maintaining a succession plan for the CEO and certain key executive roles. An effective planning process has been developed and maintained to identify, develop, and assess successors to the CEO and certain key executives. The Board reviews these succession plans at least annually. Our Board believes that the directors and the CEO should work together on executive succession planning and that the entire Board should be involved. Each year, as part of its succession planning process, our CEO provides the Board with recommendations on, and evaluations of, potential CEO successors. The Board considers a number of factors such as experience, skills, competencies, diversity, and potential in its review of the senior executive team to assess which executives possess or can develop the attributes that the Board believes are necessary to lead and achieve the Company’s goals. Among other steps taken to promote this process throughout the year, executives one and two levels below the CEO often attend Board meetings and present to the Board, providing the Board with numerous opportunities to interact with our senior management and assess their leadership capabilities. Additionally, each line of business engages in succession planning for key roles at least once per year. The Chief Human Resources Officer reviews the line of business succession plans.

Our Board proactively reviewed plans for temporary emergency successors across key roles in late 2021. The temporary emergency succession plan is intended to identify the leaders who can assume the responsibilities in the immediate short term to ensure business continuity, day-to-day management of the team and business for our senior management and key roles. Our Board also has established steps to address emergency CEO succession planning for an unplanned CEO succession event. Our emergency CEO succession planning is intended to enable our Company to respond to an unexpected CEO transition by continuing our Company’s safe and sound operation and minimizing potential disruption or loss of continuity to our Company’s operations and strategy. There is also available, on a continuing basis as a result of the process described above, the CEO’s recommendation on a successor should the CEO become unexpectedly unable to serve. The Board also reviews annually the CEO’s emergency successor recommendations.

Risk Assessment of Compensation Policies and Practices

The Compensation Committee oversees all of our compensation policies and practices, including our incentive compensation policies and practices, with a view toward ensuring that such policies and practices encourage

 

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balanced risk-taking, are compatible with effective controls and risk management, align with our business strategy, and enable the Company to attract and retain top talent, especially in key job functions. Every two years, the Compensation Committee reviews and approves the Incentive Compensation Governance Policy, which applies to all Company associates and governs incentive compensation decisions. The Incentive Compensation Governance Policy provides the framework for oversight of the design of incentive compensation programs. In setting executive compensation, the Compensation Committee assesses each of the NEOs against one or more performance objectives specifically designed to evaluate the degree to which the named executive officers balanced risks inherent in their specific roles. The Compensation Committee also implements additional risk-balancing features for certain equity awards, as described in more detail in the “Compensation Discussion and Analysis” beginning on page 57.

In addition, the Compensation Committee reviews the Company’s NEO and other senior executive compensation programs as well as any other material incentive compensation programs. During these reviews, the Compensation Committee discusses the Company’s most significant risks, including the Company’s status with respect to managing those risks and the relationship of those risks to compensation programs. The review includes discussion and analysis of risk-balancing features embedded in these incentive compensation programs and other actions taken by the Company to appropriately balance risk and achieve conformance with regulatory guidance. The Compensation Committee also discusses these programs with the Company’s Chief Risk Officer, Chief Human Resources Officer, and the Compensation Committee’s independent compensation consultant, as appropriate. Based on these discussions, the Compensation Committee believes these compensation programs are consistent with safety and soundness, operate in a manner that appropriately balances risk, and are not reasonably likely to have a material adverse effect on the Company.

The Compensation Committee’s active oversight, together with the Company’s interactions and discussions with its regulators, has further enhanced the Company’s risk management and control processes with respect to incentive compensation at the Company and supported our continued compliance with the interagency guidance on sound incentive compensation practices.

Stockholder Engagement

We value the input and insights of our stockholders and are committed to continued meaningful engagement with investors. As a result, we engage in continuous outreach throughout the year to discuss with our stockholders the issues that are important to them, listen to their expectations for us, and share our views. During our discussions, we also seek to provide visibility and transparency into our business, our performance, and our governance and compensation practices. We report stockholder feedback to our Board to help them respond to stockholders’ concerns and feedback.

Stockholder Engagement Program

In 2021, we engaged in direct outreach and discussions with stockholders representing approximately 70% of our outstanding shares. Key topics of focus included environmental, social, and governance matters, Company strategy and results, board composition and refreshment, and executive compensation. Key features of our stockholder engagement program include: (i) continuous, year-round outreach; (ii) meaningful board-driven engagement; (iii) regular board reporting; and (iv) stockholder-driven improvements.

 

 

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Continuous Outreach

Our CEO, CFO, and Investor Relations team meet frequently with stockholders and the investment community regarding Company strategy and performance. In addition, members of management, including our Investor Relations, Governance and Securities, and Executive Compensation teams, as well as our General Counsel and Corporate Secretary and our CFO, meet with key governance contacts at our larger stockholders throughout the year.

Meaningful Engagement

Our goal is to engage with our stockholders in a manner characterized by both transparency and respect, fostering collaborative and mutually beneficial discussions. Depending on the topics discussed with investors, our engagement with stockholders may include our Lead Independent Director, the Chair of the Compensation Committee, or the Chair of the Governance and Nominating Committee (if different from our Lead Independent Director).

Regular Board Reporting

The Governance and Nominating Committee, the Compensation Committee, and the Board request and receive reports several times a year from our Investor Relations team and members of management and actively discuss stockholders’ feedback and insights. Our Board and management review and evaluate stockholder input to identify issues and concerns that may require Board action or enhancements to our policies, practices, or disclosure.

Board’s Response to Stockholder Feedback

In recent years, in response to stockholder feedback, we have made the following improvements to our corporate governance and executive compensation practices and disclosures:

 

∎

Following engagement with stockholders, in 2020, the Company amended its Certificate of Incorporation to permit stockholders to act by written consent, subject to certain procedural and other safeguards that the Board believes are in the best interests of Capital One and our stockholders.

 

∎

Beginning with the 2020 performance year, the Compensation Committee and the Independent Directors determined to award a portion of the CEO’s year-end incentive in the form of a performance share award that vests entirely based on the Company’s relative TSR over a three-year performance period relative to the Performance Share Peers.

 

∎

Added disclosure regarding the settlement value related to the performance share awards that vested during the performance year based on the Company’s performance for the associated three-year performance period in the Compensation Discussion and Analysis. See “Settlement of Performance Shares Granted in January 2019” beginning on page 82 for additional information.

 

∎

Enhanced our description of the Compensation Committee and Independent Directors’ processes for considering Company performance throughout the year and determining the level and pay mix associated with the year-end incentive awards granted to our NEOs. See “Compensation Committee Process to Determine Year-End Incentive” beginning on page 76 and “Our Compensation Governance Cycle” on page 69.

 

∎

In July 2020, the Compensation Committee and the Independent Directors increased the size and diversity of the Company’s peer group used to determine the level and components of NEO compensation to add seven additional peers, including diversified financial institutions and payment companies, with whom we compete for executive talent. See “Peer Groups” beginning on page 93 for more information.

 

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∎

Beginning with the 2019 performance year, the Compensation Committee and the Independent Directors increased the alignment of CEO compensation with Company performance and stockholder interests by decreasing the amount of the CEO’s compensation awarded at the beginning of the performance year such that the vast majority of CEO compensation is tied to a year-end evaluation of CEO and Company performance. See “2021 CEO Compensation Program and Components” beginning on page 70 for more information.

 

∎

Expanded disclosure in our proxy statement regarding our approach to environmental, social, and governance matters in response to discussions held with investors during the Company’s formal stockholder outreach and as a result of management’s and the Board’s continuous benchmarking against emerging governance practices. See “Environmental, Social, and Governance Practices” beginning on page 46 for more information.

Stockholder Engagement Cycle

While our Investor Relations team and management meet continuously throughout the year, the following graph describes the typical annual cycle of our formal stockholder engagement.

 

 

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We Engage Across Many Channels

 

Company-Led Engagement		Stockholder-Led Engagement
∎    Dedicated Investor Relations Department. Our Investor Relations professionals are dedicated full-time to responding to questions from stockholders about the Company, its strategy, performance, and governance, and other issues of investor interest.   ∎    Formal Outreach Program. In addition to continuous outreach on a broad set of topics, our formal outreach program includes proactive outreach to our largest stockholders at least twice a year focused on governance, compensation, and related issues. Through our formal outreach program, our Board and management gain stockholder insights and an opportunity to assess and respond to stockholder sentiment.   ∎   Quarterly Earnings Conference Calls. In addition to prepared remarks, our management team participates in a question-and-answer session aimed at allowing stockholders to gain further insight into the Company’s financial condition and results of operations.   ∎   Regular Investor Conferences and Road Shows. Management and our Investor Relations team routinely engage with investors at conferences and other forums. During 2021, management attended 12 investor conferences and hosted over 170 investor engagements.		∎   Meetings with Directors. If requested, our directors are available for consultation and direct communication with our stockholders.   ∎   Voting. Our stockholders have the opportunity to vote for the election of all of our directors on an annual basis using a majority voting standard, and, through our annual vote on executive compensation, to regularly express their opinion on our compensation programs.   ∎   Annual Stockholder Meeting. Our directors are expected to, and do, attend the annual meeting of stockholders, where all of our stockholders are invited to attend, ask questions, and express their views.   ∎   Written Correspondence. Stockholders may write to the Board through the Corporate Secretary at the address provided below in “How to Contact Us” on page 51.   ∎   Special Meetings. A stockholder or group of stockholders that hold at least 25% of our outstanding common stock may request a special meeting of stockholders.   ∎   Proxy Access. A stockholder or group of up to 20 stockholders who have owned at least 3% of the Company’s outstanding common shares of voting stock continuously for at least three years may nominate and include in the Company’s proxy statement the greater of two director candidates or 20% of the total Board.   ∎   Written Consent. The Company’s Certificate of Incorporation permits stockholders to act by written consent, subject to certain procedural and other safeguards.

Board Committees

Our Board has four standing committees: Audit, Compensation, Governance and Nominating, and Risk. Each of our committees:

 

∎

Is led by an active, empowered, and independent committee chair

 

∎

Is comprised of all independent members

 

∎

Operates in accordance with a written charter, which is reviewed annually

 

∎

Assesses its performance annually

 

∎

Has authority to retain outside advisors, as desired

 

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Information About Our Current Board Committee Membership and 2021 Committee Meetings

 

Director		Audit(1)		Compensation		Governance and Nominating		Risk
Richard D. Fairbank
Ime Archibong
Christine Detrick
Ann Fritz Hackett
Peter Thomas Killalea
Eli Leenaars(2)
François Locoh-Donou
Peter E. Raskind
Eileen Serra(2)
Mayo A. Shattuck III
Bradford H. Warner(2)
Catherine G. West
Craig Anthony Williams
# MEETINGS HELD IN 2021		11		6		7		9

 

		Chair				Member

 

(1)	The Board has determined that each member of the Audit Committee is “financially literate” pursuant to the listing standards of the NYSE. No member of the Audit Committee simultaneously serves on the audit committees of more than three public companies, including Capital One.

 

(2)

The Board has determined that Mr. Leenaars, Ms. Serra, and Mr. Warner are “audit committee financial experts” under the applicable Securities and Exchange Commission (“SEC”) rules based on their experience and qualifications; two of our other Audit Committee members also could qualify as “audit committee financial experts” under the relevant NYSE standards.

Committee Membership Determinations

Annually, the Governance and Nominating Committee assesses and considers membership for each of the Board’s standing committees. This review takes into account, among other factors, committee needs, director experience, committee succession planning, and the desire to balance membership continuity with new insights.

The Chair of the Governance and Nominating Committee facilitates discussions with management, committee chairs, the Chairman of the Board, and individual directors, as needed, and shares that feedback with the Governance and Nominating Committee. The Governance and Nominating Committee makes recommendations for committee membership and chairs to the full Board.

 

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Committee Responsibilities

 

Audit Committee		Compensation Committee
Primary Responsibilities:   ∎   Assist our Board with the oversight of the qualifications, independence, and performance of the Company’s independent registered public accounting firm   ∎   Oversee the appointment, compensation, retention, and work of the Company’s independent registered public accounting firm   ∎   Assist our Board with the oversight of the integrity of the Company’s financial statements, including matters related to internal controls over financial reporting   ∎   Review and discuss with management their assessment of the effectiveness of the Company’s disclosure controls and procedures and whether any changes are necessary in light of such assessment   ∎   In consultation with the Risk Committee, review and discuss with the Chief Risk Officer and management (i) the key guidelines and policies governing the Company’s significant processes for risk assessment and risk management; and (ii) the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures   ∎   Oversee the Chief Audit Officer and the internal audit function   ∎   Approve or replace the Chief Audit Officer, as appropriate, and annually review the performance, independence, and compensation of the Chief Audit Officer   ∎   Oversee compliance by the Company with legal and regulatory requirements   ∎   Perform the fiduciary audit function as the audit committee of our bank subsidiaries in accordance with federal banking regulations   ∎   Review the Company’s ethics program that monitors compliance with the Company’s Code of Conduct and the record of such compliance   ∎   Review and recommend to the Board (or disinterested members of the Board, as appropriate) approval of (i) the Company’s Code of Conduct and any material changes thereto; and (ii) any waiver of the Code of Conduct for directors and certain executive officers		Primary Responsibilities:   ∎   Evaluate, approve, and recommend to the Independent Directors the CEO’s compensation, including any salary, incentive awards, perquisites, and termination arrangements, in light of the Compensation Committee’s assessment of his performance and anticipated contributions with respect to the Company’s strategy and objectives   ∎   Review, approve, and recommend the salary levels, incentive awards, perquisites, and termination arrangements for Senior Management, other than the CEO, to the Independent Directors   ∎   Review and approve the Company’s goals and objectives relevant to compensation, oversee the Company’s policies and programs relating to compensation and benefits available to Senior Management with a goal of aligning the policies and programs with such goals and objectives, and review relevant market data relating to compensation and benefits   ∎   Oversee incentive compensation programs for Senior Management and others who can expose the Company to material risk with a goal that such programs be designed and operated in a manner that achieves balance and is consistent with safety and soundness   ∎   Review data and analyses to allow an assessment of whether the design and operation of incentive compensation programs is consistent with the Company’s safety and soundness as provided under applicable regulatory guidance   ∎   Administer Capital One’s 2004 Stock Incentive Plan, 2002 Associate Stock Purchase Plan, and other compensation and benefits plans   ∎   Periodically review and recommend director compensation to the Board   ∎   Based on a review and discussion with management, recommend the inclusion of the Compensation Discussion and Analysis in our annual proxy statement   The Compensation Committee may delegate authority as it deems appropriate in furtherance of its responsibilities to one or more subcommittees of directors consisting of one or more members of the Compensation Committee as appropriate, or to management. The Independent Directors may meet with the Compensation Committee, as appropriate, to review and approve compensation for the CEO and Senior Management.

 

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Governance and Nominating Committee		Risk Committee
Primary Responsibilities:   ∎   Plan for director succession and assist our Board by identifying and recommending nominees for election to our Board and review the qualifications of potential Board members   ∎   Review and recommend committee membership   ∎   Lead the Company’s corporate governance policies and practices, including recommending to the Board the Corporate Governance Guidelines   ∎   Oversee the Board and CEO’s annual evaluation process and periodically discuss the plan for the CEO’s succession   ∎   Oversee management’s stockholder engagement program and practices and evaluate stockholder proposals and other correspondence   ∎   Establish and oversee processes for annual individual director and Board assessments and oversee that committee chairs perform annual committee evaluations   ∎   Keep informed regarding external governance trends, including reviewing benchmarking research conducted by management   ∎   Oversee the Company’s policies, programs, and strategies related to environmental, social, and/or governance matters in coordination with other committees of the Board, as applicable		Primary Responsibilities:   ∎   Assist our Board with oversight of the Company’s enterprise-wide risk management framework, including policies and practices established by management to identify, assess, measure, and manage key risks facing the Company across all of the Company’s risk categories: strategic, compliance, operational, reputation, credit, market, and liquidity risk   ∎   Discuss with management the enterprise’s risk appetite and tolerance, and at least annually recommend to the full Board the statement of risk appetite and tolerance to be communicated throughout the Company   ∎   Review and approve annually the credit review plans and policies, and any significant changes to such plans   ∎   Review and recommend to the Board the Company’s liquidity risk tolerance at least annually, taking into account the Company’s capital structure, risk profile, complexity, activities, and size. Senior management reports to the Risk Committee or the Board regarding the Company’s liquidity risk profile and liquidity risk tolerance at least quarterly   ∎   Oversee the Company’s technology and cyber risk profile, top technology and cyber risks, enterprise cyber program and key enterprise cyber initiatives

The Charters of the Audit, Compensation, Governance and Nominating, and Risk Committees are available on our website at www.capitalone.com, under “Investors,” then “Governance & Leadership,” then “Board of Directors and Committee Documents.”

Compensation Committee Consultant

The Compensation Committee has the authority to retain and terminate legal counsel and other consultants and to approve such consultants’ fees and other retention terms. The Compensation Committee has retained the services of Frederic W. Cook & Co., Inc. (“FW Cook”), an independent executive compensation consulting firm. FW Cook reports to the Compensation Committee and its engagement may be terminated by the Compensation Committee at any time.

The Compensation Committee determines the scope and nature of FW Cook’s assignments. In 2021, FW Cook performed the following work for the Compensation Committee:

 

∎

Provided independent competitive market data and advice related to the compensation for the CEO and the other executive officers, including the evolution of the Company’s peer comparator group used for competitive analyses

 

∎

Reviewed management-provided market data and recommendations on the design of compensation programs for senior executives other than the CEO

 

∎

Reviewed Capital One’s executive compensation levels, performance, and the design of incentive programs

 

∎

Reviewed the Company’s non-management director compensation program and provided competitive compensation data and director compensation program recommendations for review and consideration

 

∎

Provided information on executive and director compensation trends and analyses of the implications of such trends for Capital One

 

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Section II - Corporate Governance at Capital One

 

Consultants from FW Cook typically attend Compensation Committee meetings and executive sessions of the Compensation Committee upon request of the Compensation Committee Chair, including meetings held jointly with the Independent Directors to review or approve the compensation for the CEO and the other executive officers and to provide an independent perspective regarding such compensation practices.

FW Cook does not provide any additional services to the Company or its management other than the services provided to the Compensation Committee. The Compensation Committee has considered factors relevant to FW Cook’s independence from management under SEC and NYSE rules and has determined that FW Cook is independent from management.

Executive Officers

The following individuals served as the Company’s executive officers as of March 21, 2022:

 

Robert M. Alexander            Chief Information Officer    Age: 57		Mr. Alexander has served as our Chief Information Officer since May 2007, and is responsible for overseeing all technology activities for Capital One. Mr. Alexander joined Capital One in April 1998. From April 1998 to May 2007, Mr. Alexander had responsibility at various times for a number of Capital One’s lending businesses, including the U.S. consumer credit card and installment loan businesses.
Neal Blinde                             President, Commercial Banking    Age: 49		Mr. Blinde has served as our President, Commercial Banking since March 2022, and is responsible for leading all aspects of Commercial Banking including Corporate and Commercial Real Estate Banking, Capital Markets, Treasury Services and all related operations. Mr. Blinde joined Capital One as a member of our Executive Committee in January 2022. Prior to joining Capital One, Mr. Blinde served in various leadership roles at Wells Fargo & Company, a financial services company, most recently serving as Executive Vice President and Treasurer from October 2015 to December 2021.
Kevin S. Borgmann               Senior Advisor to the CEO    Age: 50		Mr. Borgmann has served as a Senior Advisor to the CEO and executive team since February 2018, with a focus on strategy, risk management, and executive recruiting matters. Mr. Borgmann joined Capital One in August 2001. Since that time he has served in a variety of roles at Capital One, including Senior Vice President with the Credit Card business from March 2008 until September 2010, President of Capital One Auto Finance from September 2010 until October 2012, Deputy Chief Risk Officer from October 2012 to January 2013, and Chief Risk Officer from January 2013 through January 2018.
Matthew W. Cooper             General Counsel and Corporate  Secretary    Age: 50		Mr. Cooper has served as our General Counsel since February 2018, and is responsible for overseeing Capital One’s Legal Department. As of March 2022, Mr. Cooper also serves as our Corporate Secretary. Mr. Cooper joined Capital One in January 2009. From January 2009 to January 2018, Mr. Cooper held a variety of roles within Capital One’s Legal Department, including Chief Counsel, Litigation from January 2009 to February 2014, Chief Counsel, Global Card from July 2012 to January 2017, and Chief Counsel, Legal from January 2016 to February 2018. Prior to joining Capital One, Mr. Cooper served in various executive roles within the legal department of the General Electric Company and one of its successor companies, Genworth Financial.

 

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Lia N. Dean                            President, Retail Bank &  Premium Card Products    Age: 44		Ms. Dean has served as President, Retail Bank & Premium Card Products since November 2020, and is responsible for leading Capital One’s Retail Bank strategy, customer experience and end-to-end operations. Ms. Dean also oversees Capital One’s upmarket credit cards, leads marketing for the Card and Retail Bank businesses, and manages the Card digital experience. Ms. Dean joined Capital One in April 2014. From April 2014 to June 2018, Ms. Dean served as Senior Vice President, Strategy for Capital One’s Retail and Direct Bank businesses, where she led the national expansion of Capital One Cafés. From June 2018 to June 2020, Ms. Dean served as our Head of Bank Marketing and Retail, and from June 2020 to November 2020, Ms. Dean served as Head of Upmarket, Card Customer Experience & Bank Marketing. Prior to joining Capital One, she was a partner with McKinsey & Company, a management consulting firm. In addition, Ms. Dean was a founding member of CashEdge, a fintech venture, which was acquired by FiServ in 2011.
Kaitlin Haggerty                   Chief Human Resources  Officer    Age: 37		Ms. Haggerty has served as our Chief Human Resources Officer since February 2022, and is responsible for overseeing Capital One’s Human Resources strategy, recruitment efforts, and development programs. Ms. Haggerty joined Capital One in October 2017 as a Senior Director in Corporate Strategy. From October 2017 to June 2020, Ms. Haggerty served in roles of increasing responsibility in our Corporate Strategy Group, where she partnered with the Card leadership team on product and growth strategies. In June of 2020, she transitioned from her role as Managing Vice President in Corporate Strategy to become the head of the Walmart Partnership. From July 2020 to November 2021, Ms. Haggerty led the Walmart Partnership program within our Card business before transitioning to the HR organization as a Senior Vice President. Prior to joining Capital One, Ms. Haggerty served as the chief executive officer of Blu Homes, a startup focused on improving homebuilding through technology. Earlier in her career, Ms. Haggerty served as a management consultant at Bain & Company.
Sheldon “Trip” Hall              Chief Risk Officer    Age: 45		Mr. Hall has served as our Chief Risk Officer since August 2018, and is responsible for all aspects of Capital One’s risk management function, including oversight of risk management activities in areas such as credit risk, operational risk, compliance risk, and technology risk. Mr. Hall joined Capital One in June 1997. Since that time, he has served in a variety of roles in Capital One’s Installment Loans, Credit Card, National Small Business Lending, Auto Finance and Mainstreet Card businesses, including serving as President of Capital One Auto Finance from November 2012 to March 2017 and Executive Vice President of Domestic Consumer Card from March 2017 to July 2018.
Celia S. Karam                       Card Chief Operating Officer    Age: 43		Ms. Karam has served as our Card Chief Operating Officer since August 2021. Her organization is focused on building world-class products, capabilities and customer experiences that drive business growth, inspire customer loyalty, and empower the financial well-being of customers. Among her responsibilities is the oversight of Bank Voice and Card Customer Channels, Customer Resiliency, CreditWise, Fraud & Servicing Strategy, and our international Card businesses (UK and Canada). Ms. Karam joined Capital One in July 2006. From July 2006 to June 2018, Ms. Karam served in a variety of roles within Capital One’s Banking and Consumer Credit Card businesses. Key positions include Vice President of Consumer Lending to Retail Bank Customers from January 2012 to June 2013, Managing Vice President of Consumer Bank Products from July 2013 to December 2016, Senior Vice President, Head of Small Business Banking from January 2017 to May 2018. Ms. Karam also served as the company’s Chief Audit Officer from June 2018 to July 2021.

 

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Frank G. LaPrade, III            Chief Enterprise Services Officer  and Chief of Staff to the CEO    Age: 54		Mr. LaPrade has served as our Chief Enterprise Services Officer since 2010 and Chief of Staff to the CEO since 2004, and is responsible for managing Enterprise Services for Capital One, including Technology, Digital, Design, Enterprise AI/ML Product, Capital One Software, Growth Ventures, Brand, Enterprise Supplier Management, External Affairs, Workplace Solutions, and Corporate Security. Mr. LaPrade joined Capital One in February 1996. Since that time he has served in various positions, including as Capital One’s Deputy General Counsel from 1996 to 2004, responsible for managing the company’s litigation, employment, intellectual property and transactional practice areas.
Michael J. Wassmer             President, Card    Age: 52		Mr. Wassmer has served as President, Card since June 2020, and is responsible for leading the Company’s consumer and small business credit card business in the United States and internationally. Mr. Wassmer joined Capital One in July 1994. Since that time, Mr. Wassmer has served in roles of increasing responsibility across the Company, expanding his leadership scope and experience driving strategy and analysis, finance, operations and risk management across all of our consumer and small business, domestic and international card businesses. From 2013 to November 2016, Mr. Wassmer served as Executive Vice President of the Company’s U.S. Branded Card business. From November 2016 to May 2020, Mr. Wassmer served as President, U.S. Card.
Sanjiv Yajnik                          President, Financial Services    Age: 65		Mr. Yajnik has served as our President, Financial Services since June 2009, and is responsible for overseeing Capital One’s Auto Finance business and Wealth Management business. Mr. Yajnik joined Capital One in July 1998. From July 1998 to June 2009, Mr. Yajnik led several businesses within Capital One, including Capital One Europe, Capital One Canada, and Capital One Small Business Services. Mr. Yajnik became President, Financial Services in June 2009. Prior to joining Capital One, Mr. Yajnik held leadership positions at PepsiCo, Circuit City and Mobil Oil.
Andrew M. Young                 Chief Financial Officer    Age: 47		Mr. Young has served as our Chief Financial Officer since March 2021, and is responsible for overseeing Capital One’s finance team and the overall financial management of the Company. Mr. Young joined Capital One in June 1996. Since that time, he has served in a variety of roles at Capital One. Most recently, he was Senior Vice President and Business Line Chief Financial Officer of the Company from April 2018 to February 2021. In this role, he was responsible for managing all lines of business chief financial officer teams as well as enterprise planning and budgeting. Mr. Young also served as the Chief Financial Officer of Capital One, N.A., the largest of the Company’s two national bank subsidiaries, from July 2018 until February 2021. Prior to his most recent role, he served as Senior Vice President, Head of Corporate Planning and CFO of Infrastructure from January 2015 to April 2018.

Related Person Transactions

Our Board has approved a written Related Person Transaction policy, which sets forth policies and procedures for reviewing, and approving or ratifying, transactions with directors, director nominees, executive officers, stockholders holding 5% or more of Capital One’s voting securities, or any of their immediate family members or affiliated entities (collectively, “Related Persons”). The policy covers transactions, arrangements, and relationships where Capital One is a participant, the aggregate amount exceeds $120,000, and a Related Person has a direct or indirect material interest (“Related Person Transactions”). Under the policy, Related Person Transactions must be approved or ratified by the Governance and Nominating Committee, and may only be ratified or approved if the committee determines the Related Person Transactions are not inconsistent with the best interests of the Company and its stockholders.

 

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