DEF 14A of Capital One Financial Corp, Mar 21, 2017

DEF 14A of Capital One Financial Corp

Filed Mar 21, 2017 · FY20160001193125-17-090802

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  1. Information About Our Director Nominees

    Information About Our Director Nominees

  2. Information About Our Director Nominees

    | Name | Age | Occupation | Independent | Other Public Boards | | Richard D. Fairbank | 66 | Chair, CEO and President, Capital One Financial Corporation | No | 0 | | Ann Fritz Hackett | 63 | Partner and Co-Founder, Personal Pathways, LLC | ✓ | 1 | | Lewis Hay, III | 61 | Former Chairman, Chief Executive Officer and President, NextEra Energy, Inc. | ✓ | 2 | | Benjamin P. Jenkins, III | 72 | Former Senior Advisor, Managing Director and Vice Chairman for Retail Banking, Morgan Stanley & Co. | ✓ | 0 | | Peter Thomas Killalea | 49 | Owner and President, Aoinle, LLC | ✓ | 0 | | Pierre E. Leroy | 68 | Managing Partner, Aspiture, LLC | ✓ | 0 | | Peter E. Raskind | 60 | Owner, JMB Consulting, LLC | ✓ | 0 | | Mayo A. Shattuck III | 62 | Chairman, Exelon Corporation | ✓ | 3 | | Bradford H. Warner | 65 | Former President of Premier and Small Business Banking, Bank of America Corporation | ✓ | 0 | | Catherine G. West | 57 | Former Special Advisor, Promontory Financial Group | ✓ | 0 |

  3. Our Board of Directors

    Our Board of Directors Our Board of Directors, acting through the Governance and Nominating Committee, seeks a Board that, as a whole, possesses the mix of experiences, skills, expertise and qualifications appropriate to support the success of the Company and that functions effectively in light of the Company’s current and evolving business circumstances. The Board believes that the collective combination of backgrounds, skills and experiences of its members has produced a Board that is well-equipped to exercise oversight responsibilities for Capital One’s stockholders and other stakeholders and to help guide the Company to achieve its long-term strategic objectives. All of our director nominees have:

  4. Our Board of Directors

    | ✓ | Demonstrated business acumen |

  5. Our Board of Directors

    | ✓ | The ability to exercise sound judgment |

  6. Our Board of Directors

    | ✓ | A high degree of engagement |

  7. Our Board of Directors

    | ✓ | A commitment of service to Capital One, the Board of Directors and the long-term interests of stockholders |

  8. Our Board of Directors

    | ✓ | A reputation for integrity, honesty, professionalism, and adherence to high ethical standards |

  9. Our Board of Directors

    In addition, our director nominees have specific experiences that, in the aggregate, meet an articulated set of director skills established by the Governance and Nominating Committee that align with the Company’s long-term strategy and operational objectives, including:

  10. Our Board of Directors

    | Strategy | ∎ 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 | | Digital/Technology | ∎ Leadership and understanding of technology, digital platforms and new media, cybersecurity risk, and data analytics | | Retail/Commercial Banking | ∎ Retail and/or commercial banking industry experience at an executive level | | Risk Management/Compliance | ∎ Significant understanding with respect to the identification, assessment and oversight of risk management programs and practices | | Senior Executive Management | ∎ Experience as a chief executive officer or other senior executive at a public company | | Public Accounting/Financial Reporting | ∎ Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements | | Financial Services | ∎ Leadership experience as an executive or board member in the financial services industry | | Compensation/Human Resources | ∎ Understanding of the issues involved with executive compensation, succession planning, human resource management, and talent management and development | | Public Company Board Service | ∎ Experience serving as a director on a large public company board |

  11. Our Board of Directors

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 9 |

  12. Our Board of Directors

    Our Board has significant experience in strategy development, risk management and the financial services industry through executive leadership positions, consulting engagements, and/or extended service on Capital One’s Board of Directors and its committees. Eight of our director nominees have significant understanding of technology platforms and systems and their associated risks, six of our director nominees have held senior executive responsibilities at large banks, and five of our director nominees serve or have served as chief executive officers. In addition, our director nominees have public company board experience and broad financial expertise, including experience with financial statements and the financial reporting required of large public companies. The Board of Directors is composed of directors with a variety of tenures, reflecting a diversity of perspectives that creates an effective balance between directors who have longer experience with Capital One’s operations, history and business cycles and directors who bring fresh perspectives. Accordingly, we believe our director nominees collectively possess the appropriate combination of skills and qualifications, independence, knowledge of Capital One and its industry, and business acumen that enables it to operate as an engaged and effective Board.

  13. Criteria for Director Candidates

    Criteria for Director Candidates The Governance and Nominating Committee and the Board of Directors consider each nominee in the context of the Board as a whole, with the objective of assembling a Board that meets the criteria set forth below and, through its collective skills and experience, promotes the success of Capital One’s business. The Governance and Nominating Committee and the Board regularly review the Board’s membership in light of Capital One’s business model and strategic objectives and consider whether the Board as a whole continues to possess the skills and experience necessary to oversee the Company in achieving these goals, and may seek additional directors from time to time as a result of its considerations. All director candidates, including incumbent directors and those recommended by stockholders, are evaluated based upon the following criteria:

  14. Criteria for Director Candidates

    | Experience | | ∎ Diversity of experience ∎ Strong educational background ∎ Substantial tenure and breadth of experience in leadership capacities ∎ Business and financial acumen ∎ Background relevant to Capital One’s business strategy ∎ Understanding of the intricacies of a public company ∎ Experience in risk management | | Personal Characteristics | | ∎ Reputation for high personal and professional ethics, integrity and honesty, good character and judgment ∎ The ability to be an independent thinker ∎ 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, race, and ethnicity |

  15. Criteria for Director Candidates

    | 10 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  16. Criteria for Director Candidates

    | Commitment to the Company | | ∎ A willingness to commit the time and energy necessary to satisfy the requirements of board and committee membership, including the ability to attend and participate in all or almost all of the board meetings and committee meetings in which they are a member and the annual meeting of stockholders ∎ A willingness to rigorously prepare prior to each meeting and actively participate in the meeting ∎ A willingness to make himself or herself available to management upon request to provide advice and counsel ∎ 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 Capital One’s Director Stock Ownership Requirements, Corporate Governance Guidelines and Code of Conduct |

  17. Criteria for Director Candidates

    Capital One’s Corporate Governance Guidelines provide that a non-management director shall not be eligible for election to the Board upon reaching the age of 72. The Board may waive this requirement if it deems that it is in the best interests of the Company and its stockholders. For details of a waiver of this requirement for Mr. Jenkins, see “Election of Directors” on page 90.

  18. How We Select Our Director Nominees

    How We Select Our Director Nominees The Governance and Nominating Committee considers and makes recommendations to the Board of Directors regarding re-nominations of current directors for election at our Annual Meeting. For incumbent directors, the committee considers the criteria described above under “Criteria for Director Candidates,” as well as:

  19. How We Select Our Director Nominees

    | ∎ | The value derived from each nominee’s skills, qualifications, experience and ability to impact our long-term strategic objectives; |

  20. How We Select Our Director Nominees

    | ∎ | Feedback on performance from fellow Board members and annual director evaluations; |

  21. How We Select Our Director Nominees

    | ∎ | Attendance, preparation for, and participation in meetings; |

  22. How We Select Our Director Nominees

    | ∎ | Independence and any actual or perceived conflicts of interest; and |

  23. How We Select Our Director Nominees

    | ∎ | Willingness to serve for an additional term. |

  24. How We Select Our Director Nominees

    Although we do not have a specific policy on diversity of the Board, our Corporate Governance Guidelines provide that director candidates should have diversity along a variety of dimensions, including each candidate’s professional and personal experience, background and perspective. The Governance and Nominating Committee considers the diversity of directors in the context of the Board’s overall needs. The Committee evaluates diversity in a broad sense, including the breadth of diverse backgrounds, skills, and experiences that directors may bring to our Board as well as recognizing the benefits of gender, race, ethnic, and other demographic diversity. We believe the composition of our Board reflects diversity in all of these dimensions. The Governance and Nominating Committee also considers and makes recommendations to the Board of Directors concerning nominees to create or fill open positions within the Board. Director candidates, other than current directors, may be interviewed by the Chair of the Governance and Nominating Committee, other directors, the CEO and/or other members of senior management. In making its recommendation to the Board of Directors, the Committee considers the criteria described above, as well as the results of interviews and any background checks the Committee deems appropriate. In 2016, Capital One continued its engagement with Spencer Stuart, a third-party director search firm, to identify and evaluate potential 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 Capital One’s Amended and Restated Bylaws (“Bylaws”) and further described in Capital One’s Corporate Governance Guidelines, to the Corporate Secretary at Capital One’s address set forth in the Notice. 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.

  25. How We Select Our Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 11 |

  26. How We Select Our Director 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. Capital One’s 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 candidates constituting up to two (2) 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.

  27. Director Independence

    Director Independence With the exception of our CEO, who is the Company’s founder, the Board has affirmatively determined that all of the other members of our Board are independent under Capital One’s Director Independence Standards, which have been adopted by the Board of Directors as part of Capital One’s Corporate Governance Guidelines. The Board of Directors has reached this conclusion based on a thorough assessment of whether each of its non-management members is “independent” under these standards. These standards reflect, among other things, the director independence requirements set forth in the listing standards of the NYSE and other applicable legal and regulatory rules, and describe certain relationships that the Board has determined to be immaterial for purposes of determining director independence. The Board of Directors has determined that each of Mr. Gross, Ms. Hackett, Mr. Hay, Mr. Jenkins, Mr. Killalea, Mr. Leroy, Mr. Raskind, Mr. Shattuck, Mr. Warner and Ms. West is independent under these standards.

  28. Director Independence

    | 12 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  29. Director Nominees

    Director Nominees

  30. Director Nominees

    | Richard D. Fairbank Chair, Chief Executive Officer and President, Capital One Financial Corporation Director Since: 1994 Age: 66 | Capital One Committees: ∎ None Capital One Companies: ∎ Capital One Bank (USA), National Association (Chair) ∎ Capital One, National Association (Chair) Additional Public Directorships (current): ∎ None Mr. Fairbank is founder, Chair, Chief Executive Officer and President of Capital One Financial Corporation. Mr. Fairbank has been Chair of Capital One since February 1995. Mr. Fairbank was appointed and served as the Fifth Federal Reserve District’s representative on the Federal Advisory Council from January 2010 until December 2012. As a member of the Council, he conferred periodically with the Board of Governors of the Federal Reserve System on business conditions and issues related to the banking industry. Mr. Fairbank also served on MasterCard International’s Global Board of Directors from February 2004 until May 2006 and, prior to that, as Chairman of MasterCard’s U.S. Region Board. Skills and Qualifications: Mr. Fairbank’s experience in leading the business as founder and Chief Executive Officer of Capital One, his responsibilities for the strategic direction and management of Capital One’s day-to-day operations and his former roles with the Federal Advisory Council and MasterCard International bring broad industry and specific institutional knowledge and experience to the Board of Directors. |

  31. Director Nominees

    | Ann Fritz Hackett Partner and Co-Founder, Personal Pathways, LLC Lead Independent Director Director Since: 2004 Age: 63 | Capital One Committees: ∎ Compensation Committee ∎ Governance and Nominating Committee (Chair) ∎ Risk Committee Capital One Companies: ∎ Capital One, National Association Additional Public Directorships (current): ∎ Fortune Brands Home & Security, Inc. Ms. Hackett is a partner and co-founder of Personal Pathways, LLC. The company’s flagship product is a web-based enterprise collaboration insights platform. Prior to her role at Personal Pathways, Ms. Hackett had been President of Horizon Consulting Group, LLC since she founded the company in 1996. Horizon Consulting Group provides strategic, organizational and human resources advice to clients worldwide. She has worked with boards of directors, chief executive officers and senior executives to identify strategic opportunities and execute solutions during periods of business and financial challenges and transformation. Prior to Horizon Consulting, Ms. Hackett was Vice President and Partner of a leading national strategy consulting firm where she served on the Management Committee and, among other strategy consulting assignments, led Human Resources and developed her expertise in managing cultural change, creating performance management processes and a performance-based culture, nurturing leadership talent and planning for executive succession. Ms. Hackett is also a member of the Tapestry Networks’ Lead Director Network, a select group of lead directors who collaborate on matters regarding board leadership. She also served as a director of Beam, Inc. (formerly Fortune Brands, Inc.) from December 2007 until April 2014. Skills and Qualifications: Ms. Hackett has experience in strategy, technology development, leading change initiatives, talent management and succession planning and in creating performance management processes and performance-based compensation programs. She also has experience in corporate governance and risk matters as a result of her participation with public company boards of directors and related governance committees, non-profit boards and consulting engagements. This combination of skills provides the Board of Directors with valuable insight on these and other matters. |

  32. Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 13 |

  33. Director Nominees

    | Lewis Hay, III Former Chairman, Chief Executive Officer and President, NextEra Energy, Inc. Director Since: 2003 Age: 61 | Capital One Committees: ∎ Compensation Committee ∎ Governance and Nominating Committee ∎ Risk Committee Capital One Companies: ∎ Capital One, National Association Additional Public Directorships (current): ∎ Harris Corporation ∎ Anthem, Inc. (formerly WellPoint, Inc.) Mr. Hay served in a variety of executive positions at NextEra Energy, Inc. (“NextEra”) (formerly FPL Group, Inc.), including Chief Executive Officer (2001-2012), Chairman (2002-2012) and President (2001-2006). NextEra is one of the nation’s leading electricity-related services companies and the largest renewable energy generator in North America. Mr. Hay served as Executive Chairman of NextEra from July 2012 until he retired in December 2013 and as a director of NextEra from June 2001 through December 2013. While at NextEra, he also served as Chief Executive Officer of Florida Power & Light Company from January 2002 to July 2008. He joined NextEra Energy in 1999 as Vice President, Finance and Chief Financial Officer and served as President of NextEra Energy Resources, LLC (formerly FPL Energy, LLC) from March 2000 until December 2001. He currently acts as an Operating Advisor for Clayton, Dubilier & Rice, LLC, a private equity investment firm. Mr. Hay serves on the Board of Business Advisors for the Tepper School of Business at Carnegie Mellon University, and on the Advisory Council of Carnegie Mellon University’s Scott Institute for Energy Innovation. He is a former chairman of both the Edison Electric Institute, the association of U.S. shareholder-owned electric companies, and the Institute of Nuclear Power Operations. Mr. Hay also served as Chair of the Electricity Subsector Coordinating Council, an organization that coordinated government and electricity industry cyber security initiatives, as well as on President Obama’s President’s Council on Jobs and Competitiveness. Skills and Qualifications: Mr. Hay has extensive knowledge of the complex strategic, operational, management, regulatory, financial and governance issues faced by a large public company. His background in leading finance and accounting, treasury, credit, investor relations, mergers and acquisitions and information systems functions, as well as his understanding of enterprise risk management, executive compensation and public company governance, provides the Board of Directors with valuable insight on these and other matters. |

  34. Director Nominees

    | 14 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  35. Director Nominees

    | Benjamin P. Jenkins, III Former Senior Advisor, Managing Director and Vice Chairman for Retail Banking, Morgan Stanley & Co. Director Since: 2013 Age: 72 | Capital One Committees: ∎ Audit Committee ∎ Compensation Committee ∎ Risk Committee Capital One Companies: ∎ Capital One, National Association Additional Public Directorships (current): ∎ None Mr. Jenkins served as Senior Advisor, Managing Director, and Vice Chairman for Retail Banking at Morgan Stanley & Co., a financial services firm, from January 2009 to January 2011. Prior to that, he had a 38-year career with Wachovia Corporation (now Wells Fargo & Company), a financial services company, where he was Vice Chairman and President of the General Banking Group. He is credited with advancing the profitability of the General Bank through improvements in customer service and the reduction of customer attrition to industry-leading levels. He and his team were instrumental in the integration of the First Union/Wachovia and Wachovia/SouthTrust mergers, and Mr. Jenkins led the successful expansion of Wachovia’s banking network. He also previously served on the boards of Visa USA and Visa International. Skills and Qualifications: Mr. Jenkins’ experience in corporate banking, banking operations, investment banking, and management of customer relationships brings valuable insight to the Board of Directors in overseeing, among other areas, matters critical to Capital One’s banking business. |

  36. Director Nominees

    | Peter Thomas Killalea Owner and President, Aoinle, LLC Director Since: 2016 Age: 49 | Capital One Committees: ∎ Compensation Committee ∎ Risk Committee Capital One Companies: ∎ Capital One, National Association Additional Public Directorships (current): ∎ None Mr. Killalea has been an advisor to private technology-driven companies since November 2014 and is the Owner and President of Aoinle, LLC, a consulting firm. From May 1998 to November 2014, Mr. Killalea served in various leadership roles at Amazon.com, Inc., most recently as its Vice President of Technology for the Kindle Content Ecosystem from 2008 to November 2014. He served as its Vice President of Infrastructure and Distributed Systems from 2003 to 2008 and prior to that as Chief Information Security Officer and Vice President of Security. He led the infrastructure and distributed systems team, which later became a key part of the Amazon Web Services platform. He also led the product development and engineering teams for the Kindle Content Ecosystem, where he advanced the Kindle reading experience by creating innovative features such as X-Ray and Popular Highlights, and built the Amazon Publishing technology platform. Mr. Killalea previously served on the board of Xoom Corporation (acquired by PayPal Inc.) from March 2015 to November 2015. Skills and Qualifications: Mr. Killalea’s product, technology, and security experience in the technology industry, including his experience advising technology companies in various stages of growth and his various leadership roles, including as Chief Information Security Officer, at Amazon.com, Inc., bring valuable insight to the Board of Directors on these and other matters. |

  37. Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 15 |

  38. Director Nominees

    | Pierre E. Leroy Managing Partner, Aspiture, LLC Director Since: 2005 Age: 68 | Capital One Committees: ∎ Audit Committee ∎ Compensation Committee ∎ Risk Committee Capital One Companies: ∎ Capital One Bank (USA), National Association Additional Public Directorships (current): ∎ None Mr. Leroy established an advisory and private equity firm in April 2015, Aspiture, LLC (“Aspiture”) which invests primarily in digital companies offering unique customer solutions. Mr. Leroy served as Executive Chairman from March 2012 and Chief Executive Officer from July 2012 until June 2013 of Vigilant Solutions, Inc. (formerly Vigilant Video, Inc.), an industry-leading pioneer of innovative intelligence solutions that help law enforcement protect officers, families and communities. Mr. Leroy retired in 2005 from Deere & Company as President of both the Worldwide Construction & Forestry Division and the Global Parts Division. Deere & Company is a world leader in providing advanced products and services for agriculture, forestry, construction, lawn and turf care, landscaping and irrigation, and also provides financial services worldwide and manufactures and markets engines used in heavy equipment. During his professional career with Deere & Company, Mr. Leroy served in a number of positions in Finance, including Treasurer, Vice-President and Treasurer, and Senior Vice-President and Chief Financial Officer. Mr. Leroy also served as a director of United Rentals, Inc. from April 2012 to May 2015, RSC Holdings Inc. and RSC Equipment Rental from May 2008 to April 2012 (when RSC was acquired by United Rentals), and Beam, Inc. (formerly Fortune Brands, Inc.) from September 2003 to February 2012. Skills and Qualifications: Mr. Leroy’s experience in capital markets and asset-liability management, as well as CEO and Executive Chairman of a digital analytic software company and managing partner of an advisory and consulting business in addition to his experience in leading and managing large complex international marketing, engineering and manufacturing organizations and serving on other public company boards, provides the Board of Directors with valuable insight on these and other matters. |

  39. Director Nominees

    | 16 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  40. Director Nominees

    | Peter E. Raskind Owner, JMB Consulting, LLC Director Since: 2012 Age: 60 | Capital One Committees: ∎ Audit Committee ∎ Risk Committee (Chair) Capital One Companies: ∎ Capital One Bank (USA), National Association Additional Public Directorships (current): ∎ None Mr. Raskind is the owner of JMB Consulting, LLC, which he established in February 2009 to provide consulting services to financial services firms and investors. In 2011, he served as Interim Chief Executive Officer of the Cleveland Metropolitan School District, and in 2010, he served as Interim Chief Executive Officer of the Cleveland-Cuyahoga County Port Authority. Until its merger with PNC Financial Services Group in December 2008, Mr. Raskind served as Chairman, President and Chief Executive Officer of National City Corporation, one of the largest banks in the United States. Through an extensive banking career, Mr. Raskind has served in a number of 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, corporate trust, retail and small business banking, operations and strategic planning. Mr. Raskind served as a director of United Community Banks, Inc. from May 2011 to January 2012 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 served on the executive committee of the National Automated Clearing House Association. Skills and Qualifications: Mr. Raskind is experienced in corporate banking, retail banking, wealth management/trust, mortgage, operations, technology, strategy, product management, asset/liability management, risk management and acquisition integration from his extensive career in banking. He provides the Board of Directors with valuable insight on these and other matters. |

  41. Director Nominees

    | Mayo A. Shattuck III Chairman, Exelon Corporation Director Since: 2003 Age: 62 | Capital One Committees: ∎ Compensation Committee (Chair) ∎ Governance and Nominating Committee ∎ Risk Committee Capital One Companies: ∎ Capital One, National Association Additional Public Directorships (current): ∎ Gap, Inc. ∎ Alarm.com ∎ Exelon Corporation Mr. Shattuck is Chairman of the Board of Chicago-based Exelon Corporation (“Exelon”), the nation’s largest competitive energy provider and commercial nuclear plant operator. From March 2012 through February 2013, he served as Executive Chairman of the Board of Exelon. Prior to joining Exelon, he was Chairman, President and Chief Executive Officer of Constellation Energy Group, a leading supplier of electricity to large commercial and industrial customers, a position he held from 2001 to 2012. Mr. Shattuck was previously at Deutsche Bank, where he served as Chairman of the Board of Deutsche Banc Alex. Brown and, during his tenure, served as Global Head of Investment Banking and Global Head of Private Banking. From 1997 to 1999, Mr. Shattuck served as Vice Chairman of Bankers Trust Corporation, which merged with Deutsche Bank in 1999. 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 also Vice Chairman of Johns Hopkins Medicine, Trustee of Johns Hopkins University and former Chairman of the Institute of Nuclear Power Operators. Skills and Qualifications: Mr. Shattuck’s experience in global corporate finance and lending, corporate strategy, capital markets, risk management, executive compensation and private banking, as well as his experience in leading two large, publicly-held companies and serving on other public company boards, provides the Board of Directors with valuable insight on these and other matters. |

  42. Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 17 |

  43. Director Nominees

    | Bradford H. Warner Former President of Premier and Small Business Banking, Bank of America Corporation Director Since: 2008 Age: 65 | Capital One Committees: ∎ Audit Committee (Chair) ∎ Risk Committee Capital One Companies: ∎ Capital One Bank (USA), National Association Additional Public Directorships (current): ∎ None 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. Skills and Qualifications: Mr. Warner’s experience in a broad range of commercial, consumer, investment and international banking leadership roles, as well as his experience in corporate banking functions, customer relationships, corporate culture change management, enterprise risk management and technology, brings valuable insight to the Board of Directors in overseeing, among other matters, a broad range of matters critical to Capital One’s banking business. |

  44. Director Nominees

    | Catherine G. West Former Special Advisor, Promontory Financial Group Director Since: 2013 Age: 57 | Capital One Committees: ∎ Audit Committee ∎ Risk Committee Capital One Companies: ∎ Capital One Bank (USA), National Association Additional Public Directorships (current): ∎ None 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 (“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. She was previously the Chief Operating Officer of J.C. Penney from August 2006 to December 2006. From March 2000 to July 2006, Ms. West was an executive officer at Capital One Financial Corporation where she served in roles that included President of the U.S. Card business and Executive Vice President of U.S. Consumer Operations. Skills and Qualifications: Ms. West has a multifaceted background in financial services with more than 25 years of experience in financial services operations, regulatory matters, technology platform conversions, process automation and innovation, and strategy development. She has experience in leveraged buyouts, initial public offerings, and mergers and acquisitions, and has a keen understanding of both business strategy and the regulatory perspective. Ms. West provides the Board of Directors with valuable insight on these and other matters. |

  45. Director Nominees

    | 18 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  46. Annual Assessment of Director Nominees

    Annual Assessment of Director Nominees On an annual basis, the Chair of the Governance and Nominating Committee conducts an individual director assessment process. This process includes candid, one-on-one discussions between the Committee Chair and each director regarding the individual performance and effectiveness of directors for re-election. With respect to the performance of the Governance and Nominating Committee Chair, another member of the Governance and Nominating Committee conducts such discussions. The Governance and Nominating Committee Chair shares the input and feedback received from such discussions with the Chair of the Board, the Governance and Nominating Committee, and ultimately the Board, as appropriate. During discussions, each director eligible for nomination leaves the meeting during the discussion of his or her candidacy. Following this assessment as well as other considerations such as related party transactions, conflicts of interest, and director independence, the Governance and Nominating Committee recommends to the Board the nomination of one or more directors for re-election by Capital One’s stockholders.

  47. Compensation Committee Consultant

    | ∎ | Reviewed the compensation program for Capital One’s directors and provided competitive compensation data and director compensation program recommendations to the Compensation Committee for review; and |

  48. Compensation Committee Consultant

    | ∎ | Provided information to the Compensation Committee on executive and director compensation trends and analyses of the implications of such trends for Capital One. |

  49. Section IV – Director Compensation

    Section IV – Director Compensation

  50. Director Compensation Objectives

    Director Compensation Objectives The Board of Directors approves the compensation for non-management directors based on recommendations made by the Compensation Committee. The Board of Directors has designed the director compensation program to achieve four primary objectives:

  51. Director Compensation Objectives

    | ∎ | Attract and retain talented directors with the skills and capabilities to perpetuate Capital One’s success; |

  52. Director Compensation Objectives

    | ∎ | Fairly compensate directors for the work required in a company of Capital One’s size and scope; |

  53. Director Compensation Objectives

    | ∎ | Recognize the individual roles and responsibilities of the directors; and |

  54. Director Compensation Objectives

    | ∎ | Align directors’ interests with the long-term interests of Capital One stockholders. |

  55. Director Compensation Objectives

    Management directors do not receive compensation for their service on the Board of Directors. In 2016, Mr. Fairbank was Capital One’s only management director.

  56. Director Compensation Procedures

    Director Compensation Procedures The Compensation Committee annually reviews the compensation program for Capital One’s non-management directors. FW Cook provides competitive compensation data and program recommendations to the Compensation Committee for review. See the discussion under “Compensation Committee – Compensation Committee Consultant” in the “Corporate Governance at Capital One” section on page 27 for further information on the role and responsibilities of FW Cook. The competitive compensation data includes the compensation (cash, equity and other benefits) of non-management directors within Capital One’s peer comparator group. See the discussion under “Market Data” in the “Compensation Discussion and Analysis” section on page 63 for further information on the selection of the peer comparator group. The Compensation Committee considers this information, and FW Cook’s recommendations, and finalizes a proposed compensation structure. The proposed structure is then reviewed and approved by the full Board of Directors, typically in April or May of each year. Based on their review of competitive market data and guidance from FW Cook in the second quarter of 2016, the Compensation Committee determined that the director compensation program described below meets the objectives listed above.

  57. Director Compensation Structure

    Director Compensation Structure On May 5, 2016, the Board of Directors approved a compensation program for Capital One’s non-management directors for the period from May 5, 2016 until Capital One’s 2017 Annual Meeting that is similar to the program for the preceding year. The compensation program consists of an annual cash retainer of $90,000 for service on the Board of Directors. In addition, directors receive cash retainers for committee service and for service as committee chairs and the Lead Independent Director as detailed under “Compensation of Directors” beginning on page 38. Each non-management director serving on May 4, 2016 received an annual award of restricted stock units of Capital One common stock (“RSUs”) on such date, valued at $170,019. Lastly, the Lead Independent Director cash retainer was increased from $30,000 to $50,000 in 2016. This increase was implemented upon consideration of analysis and data provided by FW Cook, and ensures a compensation level commensurate with the market and to appropriately reward the contributions required of this role. Ms. Hackett was the Lead Independent Director in 2016.

  58. Compensation of Directors

    Compensation of Directors Directors of Capital One received the following compensation in 2016:

  59. Compensation of Directors

    | Director Name | Fees Earned or Paid in Cash (3) | Stock Awards | Option Awards | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation (4) | Total | | Richard D. Fairbank (1) | — | — | — | — | — | — | | Patrick W. Gross | $150,000 | $170,019 | — | — | $15,000 | $335,019 | | Ann Fritz Hackett | $205,000 | $170,019 | — | — | $15,000 | $390,019 | | Lewis Hay, III | $150,000 | $170,019 | — | — | $10,000 | $330,019 | | Peter T. Killalea (2) | $90,000 | $212,536 | — | — | $15,000 | $317,536 | | Benjamin P. Jenkins, III | $150,000 | $170,019 | — | — | $15,000 | $335,019 | | Pierre E. Leroy | $135,000 | $170,019 | — | — | $15,000 | $320,019 | | Peter E. Raskind | $150,000 | $170,019 | — | — | $15,000 | $335,019 | | Mayo A. Shattuck III | $165,000 | $170,019 | — | — | $15,000 | $350,019 | | Bradford H. Warner | $150,000 | $170,019 | — | — | $15,000 | $335,019 | | Catherine G. West | $135,000 | $170,019 | — | — | $15,000 | $320,019 |

  60. Compensation of Directors

    | Management directors do not receive compensation for their service on the Board of Directors. In 2016, Mr. Fairbank was Capital One’s only management director.(1) |

  61. Compensation of Directors

    | Mr. Killalea was appointed as director by the Board on February 24, 2016, and elected by our stockholders at the 2016 Annual Stockholder Meeting. The Board approved a pro-rated compensation package for Mr. Killalea from February 24, 2016 until our 2016 Annual Meeting, consisting of a $22,500 retainer and a grant of 650 RSUs with a grant date fair value of $42,517, valued at $65.41 per share. The RSUs vest one year from the date of grant and delivery of the underlying shares is deferred until Mr. Killalea’s service with the Board of Directors ends. Mr. Killalea did not serve on any Board committees prior to the 2016 Annual Stockholder Meeting.(2) |

  62. Compensation of Directors

    | Represents cash payments during 2016, which include half of the payments under the compensation program for the period from May 5, 2016, until Capital One’s 2017 Annual Meeting and half of the payments under the compensation program for the period from April 30, 2015, until Capital One’s 2016 Annual Meeting.(3) |

  63. Compensation of Directors

    | Each non-management director serving on May 5, 2016 elected to direct contributions from Capital One in an aggregate amount of up to $15,000 to charitable organization(s) of his or her choice.(4) |

  64. Compensation of Directors

    | 38 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  65. Compensation of Directors

    Compensation for committee service includes retainers for service as chairperson or as a member of a committee as described under the heading “Information About Our Current Board Committee Membership and 2016 Committee Meetings” in the “Corporate Governance at Capital One” section on page 8. Under the most recently approved compensation program, retainers are as follows:

  66. Compensation of Directors

    | ∎ | Lead Independent Director Retainer: $50,000 |

  67. Compensation of Directors

    | ∎ | Chair of the Risk Committee: $45,000 |

  68. Compensation of Directors

    | ∎ | Chair of the Audit Committee, Compensation Committee or Governance and Nominating Committee: $30,000 |

  69. Compensation of Directors

    | ∎ | Member of the Risk Committee (other than the chair): $30,000 |

  70. Compensation of Directors

    | ∎ | Member of the Audit Committee, Compensation Committee or Governance and Nominating Committee (other than the chair): $15,000 |

  71. Compensation of Directors

    Each non-management director serving on May 4, 2016, received a grant of 2,440 RSUs with a grant date fair value of $170,019 valued at $69.68 per share. All RSUs were granted under the 2004 Stock Incentive Plan and were valued at the fair market value of a share of Capital One common stock on the date of grant. The RSUs vest one year from the date of grant and delivery of the underlying shares is deferred until the director’s service with the Board of Directors ends. In addition, prior to 2013, directors were offered the opportunity to elect to forego their cash retainers for a grant of non-qualified stock options under the 2004 Stock Incentive Plan. In 2013, the Compensation Committee determined not to include stock options as part of the director compensation program. The options expire ten years from the date of grant. Upon termination from Board service (other than by removal for cause), a director will have the remainder of the full option term to exercise the vested stock options. The following table shows the number of RSUs outstanding, including dividends, and the total number of stock options outstanding for each director as of December 31, 2016:

  72. Compensation of Directors

    | Director Name | Number of Outstanding Restricted Stock Units | Number of Outstanding Stock Options | | Patrick W. Gross | 40,300 | 41,060 | | Ann Fritz Hackett | 40,300 | 31,416 | | Lewis Hay, III | 40,300 | 40,746 | | Peter T. Killalea | 3,090 | 0 | | Benjamin P. Jenkins, III | 10,547 | 0 | | Pierre E. Leroy | 39,300 | 4,098 | | Peter E. Raskind | 14,131 | 10,425 | | Mayo A. Shattuck III | 40,300 | 49,737 | | Bradford H. Warner | 33,524 | 41,529 | | Catherine G. West | 10,547 | 0 |

  73. Compensation of Directors

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 39 |

  74. Ensure that total compensation rewards performance over multiple time horizons

    Ensure that total compensation rewards performance over multiple time horizons 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. For 2016, approximately 84% of the CEO’s total compensation is equity-based and all at-risk to the performance of the Company’s stock price, and 100% of his compensation is deferred for a three-year period. For 2016, approximately 80% of total target compensation for NEOs other than the CEO was provided through equity-based vehicles which were all at-risk to the performance of the Company’s stock price and subject to vesting over multiple time horizons. The use of deferred, equity-based compensation vehicles with multi-year vesting terms advances our goal of aligning the ultimate value realized by the named executive officers with the performance of the Company’s stock over time because the value of these compensation vehicles increases and decreases based on the performance of the Company’s stock price.

  75. Highlights of Our Compensation Program

    | What We Do | | What We Don’t Do | | | ✓ | We provide primarily long-term, equity-based compensation to our NEOs | û | We do not provide for excise tax gross-up payments | | ✓ | We provide our CEO with compensation consisting entirely of equity awards and deferred payouts | û | We do not reprice stock options | | ✓ | We pay our NEOs equity-based awards based on Company and individual performance rather than cash bonuses | û | We do not guarantee incentive awards | | ✓ | We apply risk balancing so as not to jeopardize the safety and soundness of Capital One | û | We do not provide compensation or awards to our NEOs on terms and conditions that are more favorable than compensation and awards granted to all other executive officers | | ✓ | We apply performance thresholds to determine the amount of equity delivered at vesting of grants to our NEOs | û | We do not permit our NEOs to engage in short sales, hedging transactions, or speculative trading in derivatives of our securities | | ✓ | We reduce performance share award values at vesting if the Company does not achieve positive Adjusted ROA | û | We do not permit our NEOs to place their Company securities in a margin account or to pledge their Company securities as collateral for a loan | | ✓ | We have clawback provisions in our award agreements to ensure accountability | û | Generally we do not utilize employment agreements | | ✓ | We require a change of control event and a termination to accelerate the vesting of equity awards (double trigger) | û | We do not pay a cash salary to our CEO | | ✓ | We have an independent compensation consultant advising the Compensation Committee | | |

  76. Highlights of Our Compensation Program

    | Performance- Based Vesting Provisions | We include performance-based vesting provisions as part of each stock option and stock-settled RSU award to named executive officers and each cash-settled RSU award to the CEO. These provisions will reduce the total value delivered to the executive at vesting if the Company does not meet certain performance thresholds during the three-year vesting period. The total value can be reduced to zero if the performance threshold is not met in any of the three years in the performance period. | | Performance Share Reduction | Each performance share award to the named executive officers provides that the total value delivered at vesting will be reduced if for any year in the three-year performance period the Company does not achieve positive Adjusted ROA (as defined on page 62 under “Performance Share Reduction”). The total value can be reduced to zero if positive Adjusted ROA is not achieved in any of the three years in the performance period. This reduction can occur regardless of where the Adjusted ROA ranks relative to a comparator group. |

  77. Highlights of Our Compensation Program

    | Misconduct Clawback | Each incentive award to the named executive officers is subject to clawback provisions that allow the Committee to seek recovery of all unvested portions of the awards in the event there has been misconduct resulting in a violation of law or Company policy and the named executive officer committed the misconduct or failed in his or her responsibility to manage or monitor the applicable conduct or risks. | | Financial Restatement Clawback | Each performance share award to the named executive officers includes clawback provisions that allow the Company to recover shares under the award following a financial restatement. |

  78. Use of Discretion

    Use of Discretion The Committee believes that exercising discretion is an important element in reaching balanced compensation decisions and supplements other aspects of Capital One’s pay-for-performance philosophy. By applying discretion, the Committee seeks to mitigate the risks associated with a rigid and strictly formulaic compensation program, which could unintentionally create incentives for our executives to focus only on certain performance metrics, encourage imprudent risk taking, and not provide the best results for stockholders. In addition, the use of discretion allows the Committee to respond to changes in economic conditions, our operating environment, and other significant factors that may affect the long-term performance of Capital One or our lines of business. The use of discretion also allows the Committee to adjust compensation based on factors that would not be appropriately reflected by a strictly formulaic approach, such as the discrepancies between absolute and relative performance levels or recognition of individual performance levels. There are certain performance conditions for which the Committee would not exercise discretion, for example where the minimum performance metric is not met in the award of Performance Share Units or if the performance-based vesting requirements applicable to certain other stock-settled awards are not met.

  79. Consideration of 2016 Say on Pay Vote and Stockholder Engagement

    | ∎ | Increased the rigor of relative Company performance governing payouts applicable to performance share awards, which represent 50% of CEO total target compensation and approximately 12.5% of total target compensation of the other NEOs. See “Performance Share Awards” on page 52 for more information. |

  80. Consideration of 2016 Say on Pay Vote and Stockholder Engagement

    | ∎ | Provided greater transparency regarding the Committee’s use of discretion, particularly regarding the year end incentive awards granted to the named executive officers. See “Use of Discretion” on page 44 for more information. |

  81. CEO Compensation Components

    CEO Compensation Components The CEO’s compensation for the performance year 2016 was composed of equity awards designed to provide the CEO with an incentive to focus on long-term performance during the year 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 throughout the year. The equity awards granted to the CEO in February 2016 consisted of: stock options; performance shares; and stock-settled restricted stock units. The year end incentive award granted to the CEO in February 2017 consisted of deferred cash and cash-settled restricted stock units. All of the CEO’s equity awards are subject to a three-year deferred vesting or payout schedule. The chart below shows these elements of CEO compensation as an approximate percentage of the CEO’s total target compensation.

  82. 2016 CEO Compensation Program

    | Compensation Element | Timing of Award Determination | Basis for Award | Vesting Schedule | Performance and Recovery Provisions | | Base Salary | Not applicable | Not applicable | Not applicable | Not applicable | | Stock Options | February 2016 | Incentive for Future Company Performance | 3-year cliff vesting; expires in 10 years | ∎ Performance-based vesting provisions ∎ Misconduct clawback | | Performance Shares | February 2016 | Incentive for Future Company Performance | Vest at the end of the 3-year performance period; the number of shares vesting depends on achievement of performance factors | ∎ Performance share reduction ∎ Misconduct clawback ∎ Financial restatement clawbacks | | Stock-Settled RSUs | February 2016 | Incentive for Future Company Performance | 3-year cliff vesting; settles in Company stock | ∎ Performance-based vesting provisions ∎ Misconduct clawback | | Year-End Incentive Opportunity | February 2017 | Reward for 2016 CEO and Company Performance | Delivered as combination of cash-settled RSUs and deferred cash bonus; payout after 3 years | ∎ Performance-based vesting provisions (RSUs only) ∎ Misconduct Clawback |

  83. 2016 CEO Compensation Program

    See “Additional Performance Conditions and Recovery Provisions” on page 60 for more details regarding the performance and recovery provisions applicable to each of the elements of compensation that the Committee approved for the 2016 performance year for the named executive officers. After considering various factors as described below, without giving particular weight to any specific factor, the Committee and the independent directors determined that a total target compensation amount of $17.5 million was appropriate for Mr. Fairbank’s 2016 compensation program. When determining the structure and total target compensation opportunity for Mr. Fairbank’s 2016 compensation program, as well as the value for each component of the award, the Committee and the independent directors considered Mr. Fairbank’s and the Company’s performance during 2015 relative to certain financial, operating, safety and soundness and strategic performance factors. In addition, the Committee and the independent directors considered the Company’s performance in 2015 relative to the peer comparator companies’ performance in 2015, the structure and amount of compensation awarded to the chief executive officers of the peer comparator companies and the structure and amount of Mr. Fairbank’s compensation awards in prior years. The Committee and the independent directors also considered the Company’s risk profile and the time horizon over which the deferred, equity-based vehicles will vest, as well as the fact that the ultimate value of Mr. Fairbank’s deferred, equity-based awards will depend on the Company and Mr. Fairbank’s performance over time.

  84. Stock Option Award

    Stock Option Award In February 2016, Mr. Fairbank received a grant of 106,973 non-statutory stock options at an exercise price of $63.73 per share (which was the fair market value of the Company’s common stock on the date of grant). The benefits to Mr. Fairbank of the stock options are deferred, as the options cannot be exercised until February 15, 2019 and will expire ten years after the date of grant. The option grant had a grant date value of $1,750,003; however, the ultimate value Mr. Fairbank realizes, if any, depends solely on the long-term appreciation in the Company’s stock price. Mr. Fairbank can only realize value from the stock options if and to the extent the Company’s stock price increases after the date of grant and the market value of the stock exceeds the exercise price at some point after the three-year vesting period when the options are exercised. The stock option award is also subject to performance-based vesting conditions and clawback provisions, each as described in more detail under “Additional Performance Conditions and Recovery Provisions” beginning on page 60.

  85. Performance Share Award

    Performance Share Award In February 2016, based on the above determination by the Committee and the independent directors, Mr. Fairbank was granted an award of performance shares under which he may receive from 0% to 150% of a target number of 137,298 shares of the Company’s common stock based on the Company’s performance over the three-year period from January 1, 2016 through December 31, 2018. The Company’s performance will be assessed on the basis of Adjusted ROA relative to a comparator group consisting of companies in the KBW Bank Index, excluding three non-traditional banks that do not focus on lending to consumers and businesses (“KBW Index”). The Committee believes that the KBW Index is an appropriate index against which to assess the Company’s performance because it reflects institutions of a comparable size and business mix to the Company. In addition, the Committee believes that relative Adjusted ROA is an appropriate metric for the Company and its stockholders because it achieves a balance of incentivizing and rewarding management to pursue business strategies that reward stockholders over the long term, while discouraging excessive risk-taking or balance sheet leverage in pursuit of those goals. Under the performance share reduction feature of this award, the number of shares issued at settlement will be reduced if the Company’s Adjusted ROA for one or more fiscal years completed during the performance period is not positive, no matter how well the Company compares to the peer group. If the Company’s Adjusted ROA is not positive in any of the three fiscal years in the performance period, the executive will forfeit the entire award of performance shares. As a result, although Mr. Fairbank’s award had a grant date value of $8,750,002, the number of shares that he ultimately receives, if any, will be solely dependent on the Company’s performance over the performance period. The performance share award also is subject to certain clawback provisions. See “Performance Share Reduction” on page 61 and “Financial Restatement Clawbacks” on page 62 for more information.

  86. Performance Share Award

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 47 |

  87. Performance Share Award

    After the end of the three-year performance period, the Committee will certify the Company’s performance and issue the corresponding number of shares of the Company’s common stock, if any, in accordance with the table below. The table below shows potential payouts based on specific Company performance results. Payouts will range between the values shown below for performance that falls between the performance results in the table.

  88. Performance Share Award

    | | | Relative Metric: Adjusted ROA | | | | | | | ³75th Percentile | 50th Percentile | 20th Percentile | < 20th Percentile | | Number of years with positive Adjusted ROA: | Three | 150% | 100% | 40% | 0% | | | Two | 125% | 83% | 33% | 0% | | | One | 100% | 67% | 27% | 0% | | | None | 0% | 0% | 0% | 0% |

  89. Stock-Settled RSU Award

    Stock-Settled RSU Award In February 2016, Mr. Fairbank also received a grant of 27,460 stock-settled RSUs. The stock-settled RSU grant had a grant date value of $1,750,026. The stock-settled RSU award vests in full on February 15, 2019 and is subject to performance-based vesting conditions and clawback provisions, each as described in more detail under “Additional Performance Conditions and Recovery Provisions” beginning on page 60.

  90. Year-End Incentive Opportunity

    | | Performance Factor | 2016 Performance | | | ∎ Progress toward achievement of long-term strategy ∎ Execution against corporate imperatives ∎ Disciplined investments in infrastructure, technology and growth initiatives ∎ CEO leadership and performance of executive team | ∎ Significant progress on building the capabilities of a leading information-based technology company ∎ Balanced investments in market opportunities and long-term capabilities, including talent, infrastructure, and process reinvention ∎ Successful integration of GE Healthcare acquisition, enhancing the capabilities and scale in commercial healthcare finance | | | ∎ Recruitment and development of world class talent ∎ Associate engagement and retention ∎ Customer advocacy ∎ Brand ∎ Corporate reputation and community engagement ∎ Live our values and champion our culture | ∎ Achieved strong Net Promotor Scores including record-high levels in both Consumer and Small Business Card ∎ Continued focus on attracting top talent and welcomed over 9,500 new associates, including over 500 military recruits, while maintaining high bar for talent and diversity ∎ Recorded strong associate engagement scores and low voluntary attrition rates ∎ Increased focus on enhancing and developing our executive leadership ∎ Accelerated the development and release of brand-defining software applications and features |

  91. Year-End Incentive Opportunity

    and (ii) a deferred cash bonus in the amount of approximately $2,677,500. Including the year-end incentive opportunity, Mr. Fairbank’s total compensation for the 2016 performance year consisted of 84% equity-based awards and 16% deferred cash. The award of RSUs will vest in full on February 15, 2020, will settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and is subject to performance-based vesting provisions. The cash bonus is mandatorily deferred for three years into the Company’s Voluntary Non-Qualified Deferred Compensation Plan and will pay out in the first calendar quarter of 2020. Both the award of RSUs and the deferred cash bonus are subject to clawback provisions. The performance-based vesting provisions applicable to the RSUs and the clawback provisions applicable to both awards are described in more detail under “Additional Performance Conditions and Recovery Provisions” beginning on page 60.

  92. CEO Compensation by Performance Year

    | ∎ | The Summary Compensation Table reports the change in pension value and non-qualified deferred compensation earnings and all other compensation. These amounts are not a result of current year compensation determinations and are not shown above. |

  93. 2016 NEO Compensation Program

    2016 NEO Compensation Program The Committee annually reviews and approves the compensation structure for all of our executive officers, including those who are ultimately reported as NEOs, and makes recommendations to the independent directors for final approval. In February, 2016 the Committee and the independent directors approved the 2016 compensation program which is designed to be consistent with the Company’s pay-for-performance philosophy and is generally consistent with the 2015 compensation program. The Committee believes that this pay mix balances stockholder interests while effectively rewarding and motivating key talent.

  94. 2016 NEO Compensation Program

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 55 |

  95. 2016 NEO Compensation Program

    The table below summarizes the NEO compensation program that the Committee and the independent directors approved for the 2016 performance year.

  96. 2016 NEO Compensation Program

    | Compensation Element (1) | Timing of Award Determination | Basis for Award | Vesting Schedule | Performance and Recovery Provisions | | Base Salary – Cash | January 2016 | Overall experience, skills, performance, and knowledge | Paid in cash throughout the performance year | Not applicable | | Base Salary – RSUs | January 2016 | Portion of base salary delivered in RSUs | Awarded as RSUs which settle in cash on February 15 following the performance year | Not applicable | | Cash Bonus | Not applicable | Not applicable | Not applicable | Not applicable | | Cash-Settled RSUs | February 2017 | Reward for 2016 Company performance | 3-year ratable vesting | ∎ Misconduct Clawback | | Stock Options | February 2017 | Reward for 2016 Individual Performance and Incentive for Long-Term Performance | 3-year ratable vesting; expires in 10 years | ∎ Performance-based vesting provisions ∎ Misconduct clawback | | Performance Shares | | | Vest at the end of the 3-year performance period; the number of shares vesting depends on achievement of performance factors | ∎ Performance share reduction ∎ Misconduct clawback ∎ Financial restatement clawbacks | | Stock-Settled RSUs | | | 3-year ratable vesting | ∎ Performance-based vesting provisions ∎ Misconduct clawback |

  97. 2016 NEO Compensation Program

    | Mr. Blackley was appointed to the position of Chief Financial Officer in May 2016. As a result, his 2016 compensation reflects his pay in his prior role as Executive Vice President and Controller of the Company. See below for more information regarding Mr. Blackley’s 2016 compensation program. Beginning with performance year 2017, Mr. Blackley’s compensation program is consistent with the other NEOs.(1) |

  98. 2016 NEO Compensation Program

    Based on the above framework, the Committee and the independent directors determined the 2016 total target compensation for each NEO by considering the following factors:

  99. 2016 NEO Compensation Program

    | ∎ | Each NEO’s performance relative to the Company’s strategic objectives; |

  100. 2016 NEO Compensation Program

    | ∎ | Capital One’s historical performance; |

  101. 2016 NEO Compensation Program

    | ∎ | The role and qualifications of each NEO (for example, the NEO’s scope of responsibility, experience and tenure and the demonstration of competencies consistent with the Company’s values and the ability to deliver strong, sustainable business results); |

  102. 2016 NEO Compensation Program

    | ∎ | Appropriate internal pay differentials and the desire to foster teamwork and collaboration; |

  103. 2016 NEO Compensation Program

    | ∎ | Historical pay levels; |

  104. 2016 NEO Compensation Program

    | 56 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  105. 2016 NEO Compensation Program

    | ∎ | Available role-specific market compensation data from peer comparator companies; |

  106. 2016 NEO Compensation Program

    | ∎ | Available information on the structure of compensation packages for senior executives at peer comparator companies; |

  107. 2016 NEO Compensation Program

    | ∎ | Market trends in executive compensation (for example, current rates of pay and the prevalence and types of incentive vehicles); and |

  108. 2016 NEO Compensation Program

    | ∎ | The overall structure of the compensation program. |

  109. 2016 NEO Compensation Program

    Mr. Blackley was appointed as the Company’s Chief Financial Officer effective May 9, 2016; prior to this appointment, he served as Executive Vice President and Controller of the Company. As a result, his compensation for the 2016 performance year reflects a compensation program applicable to Executive Vice Presidents of the Company. Mr. Blackley’s 2016 compensation program was substantially similar to the compensation program for the other NEOs, except that: (1) he received a slightly higher percentage of his compensation as salary (23% instead of 20% of total target compensation); (2) he received a slightly lower percentage of his compensation as long-term incentive opportunity (47% instead of 50% of total target compensation); and (3) he did not receive stock options. Beginning with the 2017 performance year, Mr. Blackley’s compensation program is consistent with the other NEOs.

  110. NEO Compensation by Performance Year

    | Name | Performance Year | Cash Salary | Cash Bonus | Cash-Settled RSUs (1) | Stock-Settled Awards (2) | Option Awards | Total | | R. Scott Blackley | 2016 | $630,000 | $0 | $984,114 | $1,950,075 | $0 | $3,564,189 | | Stephen S. Crawford | 2016 | $1,598,000 | $0 | $2,398,020 | $3,194,494 | $887,336 | $8,077,850 | | | 2015 | $1,552,000 | $0 | $2,328,082 | $3,100,847 | $861,334 | $7,842,263 | | | 2014 | $1,530,000 | $0 | $2,700,130 | $3,300,039 | $916,676 | $8,446,845 | | John G. Finneran, Jr. | 2016 | $1,020,000 | $0 | $1,530,074 | $2,039,264 | $509,804 | $5,099,142 | | | 2015 | $990,000 | $0 | $1,486,032 | $1,979,326 | $494,803 | $4,950,161 | | | 2014 | $977,000 | $0 | $1,723,258 | $1,913,729 | $478,405 | $5,092,392 | | Frank G. LaPrade, III | 2016 | $983,000 | $0 | $1,474,122 | $2,161,436 | $600,370 | $5,218,928 | | Sanjiv Yajnik | 2016 | $966,000 | $0 | $1,448,084 | $1,929,699 | $482,401 | $4,826,184 | | | 2015 | $937,000 | $0 | $1,406,056 | $1,873,662 | $468,416 | $4,685,134 | | | 2014 | $915,000 | $0 | $1,615,303 | $1,794,467 | $448,606 | $4,773,376 | | Ryan M. Schneider | 2016 | $1,220,000 | $0 | $1,830,066 | $2,440,054 | $677,792 | $6,167,912 | | | 2015 | $1,146,000 | $0 | $1,720,052 | $2,633,133 | $731,408 | $6,230,593 | | | 2014 | $1,119,000 | $0 | $1,975,275 | $2,522,704 | $700,744 | $6,317,723 |

  111. NEO Compensation by Performance Year

    | ∎ | The Summary Compensation Table reports the change in pension value and non-qualified deferred compensation earnings and all other compensation. These amounts are not a result of current year compensation determinations and are not shown above. |

  112. Pension and Non-Qualified Deferred Compensation Plans

    Pension and Non-Qualified Deferred Compensation Plans Capital One does not have any active pension plans for the NEOs. We offer a voluntary, non-qualified deferred compensation plan that restores participating NEOs, excluding the CEO, to the level of savings they would have achieved if they had not been impacted by IRS limits governing our qualified 401(k) plan. It also allows the NEOs, excluding the CEO to defer additional pre-tax compensation in order to save for retirement. Capital One annually reviews programs and practices at our peer comparator companies and across the financial services industry. We also review changes in the legal and regulatory environment pertaining to retirement programs. Each of our named executive officers participated in Capital One’s Voluntary Non-Qualified Deferred Compensation Plan (“Plan”) in 2016. Details of the Plan can be found under “Capital One’s Voluntary Non-Qualified Deferred Compensation Programs” on page 78.

  113. 2016 Summary Compensation Table

    2016 Summary Compensation Table

  114. 2016 Summary Compensation Table

    | Name and Principal Position | Year | Salary (6) | Bonus (7) | Stock Awards (8) | Option Awards (9) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings (10) | All Other Compensation (11) | Total | | Richard D. Fairbank Chair, CEO and President (1) | 2016 | $0 | $2,677,500 | $12,285,042 | $1,750,003 | $3,407 | $205,185 | $16,921,137 | | | 2015 | $0 | $2,677,500 | $13,440,028 | $1,750,000 | $3,357 | $144,289 | $18,015,174 | | | 2014 | $0 | $4,410,000 | $13,343,815 | $1,750,000 | $3,195 | $129,464 | $19,636,474 | | R. Scott Blackley Chief Financial Officer (2)(3) | 2016 | $617,769 | $0 | $2,597,024 | $0 | — | $132,046 | $3,346,839 | | Stephen S. Crawford Former CFO, Head of Finance and Corporate Development (2)(4) | 2016 | $1,592,692 | $0 | $5,463,891 | $861,334 | — | $280,676 | $8,198,593 | | | 2015 | $1,549,462 | $0 | $6,039,153 | $916,676 | — | $272,031 | $8,777,322 | | | 2014 | $1,526,538 | $0 | $5,376,001 | $755,714 | — | $282,002 | $7,940,255 | | John G. Finneran, Jr. General Counsel and Corporate Secretary (2) | 2016 | $1,016,538 | $0 | $3,487,369 | $494,803 | $778 | $219,255 | $5,218,743 | | | 2015 | $988,500 | $0 | $3,661,947 | $478,405 | $785 | $199,231 | $5,328,868 | | | 2014 | $974,692 | $0 | $3,708,724 | $478,413 | $842 | $200,481 | $5,363,152 | | Frank G. LaPrade, III Chief Enterprise Services Officer (2) | 2016 | $974,577 | $0 | $3,329,446 | $530,369 | — | $193,202 | $5,027,594 | | Sanjiv Yajnik President, Financial Services (2) | 2016 | $962,654 | $0 | $3,300,705 | $468,416 | — | $203,132 | $4,934,907 | | | 2015 | $934,462 | $0 | $3,439,765 | $448,606 | — | $219,681 | $5,042,514 | | | 2014 | $912,923 | $0 | $3,477,040 | $448,616 | — | $191,306 | $5,029,885 | | Ryan M. Schneider Former President, Card (2)(5) | 2016 | $1,211,462 | $0 | $4,408,204 | $731,408 | — | $229,563 | $6,580,637 | | | 2015 | $1,142,885 | $0 | $4,534,930 | $700,744 | — | $227,635 | $6,606,194 | | | 2014 | $1,116,462 | $0 | $4,251,285 | $609,345 | — | $212,210 | $6,189,302 |

  115. 2016 Summary Compensation Table

    | Mr. Fairbank’s compensation for 2016 consisted of stock options, performance shares, stock-settled RSUs, and a year-end incentive opportunity (payable in deferred cash bonus and cash-settled RSUs), in addition to certain perquisites. Mr. Fairbank received a portion of his total compensation for 2016 in February 2016 (stock options, performance shares, and stock-settled RSUs), which is reflected in the table above for 2016. Mr. Fairbank received the remainder of his compensation for 2016 in February 2017 (the year-end incentive opportunity delivered partially in cash-settled RSUs and the remainder in deferred cash bonus). The portion of the year-end incentive opportunity delivered as deferred cash bonus to Mr. Fairbank in February 2017 is included in the table above, while the portion delivered as cash-settled RSUs is not. His compensation for 2015 included cash-settled RSUs granted in February 2016 (a portion of his 2015 year-end incentive opportunity), which are included in the table above for 2016. See “CEO Compensation by Performance Year” in the “Compensation Discussion and Analysis” section on page 51 for more information on how the Compensation Committee views compensation actions and to which year the compensation awards relate.(1) |

  116. 2016 Summary Compensation Table

    | For NEOs other than the CEO, compensation for 2016 consisted of cash base salary, stock options (other than Mr. Blackley), performance shares and three grants of RSUs (one representing a portion of base salary which settles in cash), in addition to certain perquisites. The cash-settled RSUs representing base salary are included in the table above for 2016, however the other equity-based awards for 2016 performance were granted in February 2017 and are not included in the table above. The stock options, performance shares, stock-settled RSUs and cash-settled RSUs granted in February 2016 for 2015 performance are included in the table above for 2016. See “NEO Compensation by Performance Year” in the “Compensation Discussion and Analysis” section on page 59 for more information on how the Compensation Committee views compensation actions and to which year the compensation awards relate.(2) |

  117. 2016 Summary Compensation Table

    | Mr. Blackley was appointed to the position of Chief Financial Officer in May 2016. As a result, his 2016 compensation reflects the position he held at the beginning of 2016: Executive Vice President and Controller of the Company. See below for more information regarding Mr. Blackley’s 2016 compensation. Beginning with performance year 2017, Mr. Blackley’s compensation program is consistent with the other non-CEO named executive officers.(3) |

  118. 2016 Summary Compensation Table

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 69 |

  119. 2016 Summary Compensation Table

    | Mr. Crawford served as the Company’s Chief Financial Officer from May 2013 until May 2016, when he became Head of Finance and Business Development.(4) |

  120. 2016 Summary Compensation Table

    | In November 2016, Mr. Schneider ceased to be an executive officer of the Company. He served as President, Card, from December 2007 to November 2016.(5) |

  121. 2016 Summary Compensation Table

    | The amounts shown in this column represent the cash portion of base salary for the NEOs. The remaining portion of base salary for 2016 was delivered in cash-settled RSUs, as described under “Base Salaries” in the “Compensation Discussion and Analysis” section on page 57, and is included in the “Stock Awards” column in the table above.(6) |

  122. 2016 Summary Compensation Table

    | The amount shown in this column for 2016 reflects Mr. Fairbank’s deferred cash bonus for 2016 performance awarded in February 2017 as described under “Year-End Incentive Opportunity” in the “Compensation Discussion and Analysis” section on page 48.(7) |

  123. 2016 Summary Compensation Table

    | The amounts shown in this column for 2016 represent the grant date fair value of performance shares, stock-settled RSUs and cash-settled RSUs granted to the named executive officers in 2016, calculated in accordance with FASB ASC Topic 718. The grant date fair value of performance shares included in this column assumes a payout at the target performance level. For additional information, including performance share awards at maximum performance on a per executive basis, refer to footnote 3 to the Grants of Plan-Based Awards Table below.(8) |

  124. 2016 Summary Compensation Table

    | The amounts shown in this column for 2016 represent the grant date fair value of stock options granted to the named executive officers in 2016, calculated in accordance with FASB ASC Topic 718. For information on the valuation assumptions of these awards, refer to footnote 4 to the Grants of Plan-Based Awards Table below.(9) |

  125. 2016 Summary Compensation Table

    | The amounts shown in this column represent the change in the actuarial present value of the accumulated pension benefits for Messrs. Fairbank and Finneran under the Cash Balance Pension Plan and the Excess Cash Balance Plan. The interest crediting rate for the Cash Balance Pension Plan changes annually based on the average yield of 5-year Treasury Securities for the preceding 12 months. For the Excess Cash Balance Plan, the interest crediting rate changes monthly based on the Wall Street Journal Prime Rate. Earnings under the Voluntary Non-Qualified Deferred Compensation Plan were not above-market and therefore are not reported above.(10) |

  126. 2016 Summary Compensation Table

    | All other compensation consists of the following on a per executive basis:(11) |

  127. 2016 Summary Compensation Table

    | Named Executive Officer | Auto (a) | Travel and Aircraft | Health Screening | Driver and Security | Company Contributions to Defined Contribution Plans (b) | Insurance (c) | Other (d) | | Richard D. Fairbank | $— | $— | $1,654 | $153,465(e) | $— | $19,320 | $30,746 | | R. Scott Blackley | $22,756 | $— | $— | $— | $100,638 | $3,652 | $5,000 | | Stephen S. Crawford | $15,955 | $— | $— | $— | $251,595 | $7,080 | $6,046 | | John G. Finneran, Jr. | $17,107 | $— | $1,900 | $10,987(f) | $164,895 | $19,320 | $5,046 | | Frank G. LaPrade, III | $19,557 | $— | $— | $6,908(f) | $159,315 | $5,855 | $1,567 | | Sanjiv Yajnik | $25,772 | $— | $3,106 | $265(f) | $156,705 | $11,280 | $6,004 | | Ryan M. Schneider | $20,810 | $— | $3,537 | $265(f) | $194,925 | $4,980 | $5,046 |

  128. 2016 Summary Compensation Table

    | Represents the value attributable to personal use of Company-provided automobile benefits. The cost of automobile benefits is determined on an annual basis and includes, as applicable, annual car lease, automobile service fees, and other related miscellaneous expenses (such as fuel and maintenance). Mr. Fairbank does not participate in the Company-provided automotive benefit.(a) |

  129. 2016 Summary Compensation Table

    | Represents Company contributions under qualified and non-qualified deferred compensation programs and other supplemental executive retirement benefits.(b) |

  130. 2016 Summary Compensation Table

    | Represents life insurance premiums paid on behalf of the executives.(c) |

  131. 2016 Summary Compensation Table

    | Represents contributions made by Capital One to charitable organizations chosen by CEO (up to $30,000) and the other NEOs (up to $5,000), incidental expenses incurred in connection with corporate events. Additionally for Mr. Crawford, the total value includes a cash amount paid to him in connection with entering into an Amended and Restated Non-Competition Agreement with the Company in May 2016. For additional details regarding Mr. Crawford’s Amended and Restated Non-Competition Agreement, see “Non-Competition Agreements” beginning on page 80.(d) |

  132. 2016 Summary Compensation Table

    | Represents costs attributable to personal use of a driver who operates Mr. Fairbank’s personal vehicle and also provides for Mr. Fairbank’s personal security ($76,529). Amount shown also includes aggregate cost to the Company for home security services ($76,936) for Mr. Fairbank. The percent of personal use of the driver’s services is tracked throughout the calendar year and then applied to the full expense amount for personal security.(e) |

  133. 2016 Summary Compensation Table

    | Represents aggregate cost to the Company for home security services provided to executives.(f) |

  134. 2016 Grants of Plan-Based Awards

    2016 Grants of Plan-Based Awards The Grants of Plan-Based Awards table provides details on equity incentive plan awards granted in 2016 including stock options, performance shares, cash-settled RSUs and stock-settled RSUs. The columns reporting “Estimated Future Payouts Under Equity Incentive Plan Awards,” “All Other Stock Awards” and “All Other Option Awards” relate to Capital One’s equity-based incentive awards to the named executive officers.

  135. 2016 Grants of Plan-Based Awards

    | 70 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  136. 2016 Grants of Plan-Based Awards Table

    2016 Grants of Plan-Based Awards Table

  137. 2016 Grants of Plan-Based Awards Table

    | Name and Principal Position | Award Type | Date of Grant (1) | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards (2) ($/Sh) | Grant Date Fair Value of Stock and Option Awards | | | | | Target | Maximum | | | | | | Richard D. Fairbank Chair, CEO and President | Performance Shares (3) | 2/4/2016 | 137,298 | 205,947 | — | — | — | $8,750,002 | | | Stock Options (4) | 2/4/2016 | — | — | — | 106,973 | $63.73 | $1,750,003 | | | Cash-Settled RSUs (5) | 2/4/2016 | — | — | 28,009 | — | — | $1,785,014 | | | Stock-Settled RSUs (6) | 2/4/2016 | — | — | 27,460 | — | — | $1,750,026 | | R. Scott Blackley Chief Financial Officer | Performance Shares (3) | 2/4/2016 | 3,423 | 5,135 | — | — | — | $218,148 | | | Cash-Settled RSUs | 2/4/2016 | — | — | 4,934 | — | — | $314,444 | | | Cash-Settled RSUs (7) | 2/4/2016 | — | — | 6,434 | — | — | $410,039 | | | Stock-Settled RSUs | 2/4/2016 | — | — | 10,268 | — | — | $654,380 | | | Stock-Settled RSUs (8) | 5/9/2016 | — | — | 14,368 | — | — | $1,000,013 | | Stephen S. Crawford Former CFO, Head of Finance and Corporate Development | Performance Shares (3) | 2/4/2016 | 18,246 | 27,369 | — | — | | $1,162,818 | | | Stock Options (4) | 2/4/2016 | — | — | — | 52,651 | $63.73 | $861,334 | | | Cash-Settled RSUs | 2/4/2016 | — | — | 18,265 | — | — | $1,164,028 | | | Cash-Settled RSUs (7) | 2/4/2016 | — | — | 18,814 | — | — | $1,199,016 | | | Stock-Settled RSUs | 2/4/2016 | — | — | 30,410 | — | — | $1,938,029 | | John G. Finneran, Jr. General Counsel and Corporate Secretary | Performance Shares (3) | 2/4/2016 | 11,647 | 17,471 | — | — | | $742,263 | | | Stock Options (4) | 2/4/2016 | — | — | — | 30,246 | $63.73 | $494,803 | | | Cash-Settled RSUs | 2/4/2016 | — | — | 11,659 | — | — | $743,028 | | | Cash-Settled RSUs (7) | 2/4/2016 | — | — | 12,004 | — | — | $765,015 | | | Stock-Settled RSUs | 2/4/2016 | — | — | 19,411 | — | — | $1,237,063 | | Frank G. LaPrade, III Chief Enterprise Services Officer | Performance Shares (3) | 2/4/2016 | 11,235 | 16,853 | — | — | | $716,007 | | | Stock Options (4) | 2/4/2016 | — | — | — | 32,420 | $63.73 | $530,369 | | | Cash-Settled RSUs | 2/4/2016 | — | — | 10,718 | — | — | $683,058 | | | Cash-Settled RSUs (7) | 2/4/2016 | — | — | 11,565 | — | — | $737,037 | | | Stock-Settled RSUs | 2/4/2016 | — | — | 18,725 | — | — | $1,193,344 | | Sanjiv Yajnik President, Financial Services | Performance Shares (3) | 2/4/2016 | 11,025 | 16,538 | — | — | | $702,623 | | | Stock Options (4) | 2/4/2016 | — | — | — | 28,633 | $63.73 | $468,416 | | | Cash-Settled RSUs | 2/4/2016 | — | — | 11,031 | — | — | $703,006 | | | Cash-Settled RSUs (7) | 2/4/2016 | — | — | 11,361 | — | — | $724,037 | | | Stock-Settled RSUs | 2/4/2016 | — | — | 18,375 | — | — | $1,171,039 | | Ryan M. Schneider Former President, Card | Performance Shares (3) | 2/4/2016 | 15,494 | 23,241 | — | — | | $987,433 | | | Stock Options (4) | 2/4/2016 | — | — | — | 44,709 | $63.73 | $731,408 | | | Cash-Settled RSUs | 2/4/2016 | — | — | 13,495 | — | — | $860,036 | | | Cash-Settled RSUs (7) | 2/4/2016 | — | — | 14,358 | — | — | $915,035 | | | Stock-Settled RSUs | 2/4/2016 | — | — | 25,823 | — | — | $1,645,700 |

  138. 2016 Grants of Plan-Based Awards Table

    | Date on which awards were approved by the Compensation Committee and independent directors and granted to the executives.(1) |

  139. 2016 Grants of Plan-Based Awards Table

    | Equal to the fair market value of a share of Capital One’s common stock on the date of grant determined on the basis of the closing price as reported by the NYSE Composite Transaction Tape.(2) |

  140. 2016 Grants of Plan-Based Awards Table

    | 72 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  141. 2016 Grants of Plan-Based Awards Table

    | The grant date fair values for the performance shares if the maximum level of performance is achieved are as follows: $13,125,002 for Mr. Fairbank, $327,254 for Mr. Blackley, $1,744,226 for Mr. Crawford, $1,113,427 for Mr. Finneran, $1,074,042 for Mr. LaPrade, $1,053,967 for Mr. Yajnik, and $1,481,149 for Mr. Schneider.(3) |

  142. 2016 Grants of Plan-Based Awards Table

    | The grant date fair value for each option awarded on February 4, 2016, was calculated using the Black-Scholes method and was based on the following assumptions: (i) volatility of 30.00%; (ii) risk-free interest rate of 1.64%; (iii) dividend yield of 2.07% and (iv) expected life of 6.6 years.(4) |

  143. 2016 Grants of Plan-Based Awards Table

    | Grant of cash-settled RSUs representing a portion of Mr. Fairbank’s 2015 year-end incentive opportunity.(5) |

  144. 2016 Grants of Plan-Based Awards Table

    | Grant of stock-settled RSUs representing 10% of the CEO’s 2016 total target compensation.(6) |

  145. 2016 Grants of Plan-Based Awards Table

    | Grant of cash-settled RSUs representing a portion of base salary for 2016.(7) |

  146. 2016 Grants of Plan-Based Awards Table

    | One-time grant of stock-settled RSUs awarded in connection with Mr. Blackley’s promotion to Chief Financial Officer in May 2016.(8) |

  147. 2016 Option Exercises and Stock Vested Table

    2016 Option Exercises and Stock Vested Table

  148. 2016 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name & Principal Position | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Richard D. Fairbank Chair, CEO and President | 1,143,238 | $14,643,006 | 287,031 | $19,428,031 | | R. Scott Blackley Chief Financial Officer | 0 | $0 | 12,899 | $806,045 | | Stephen S. Crawford Former CFO, Head of Finance and Corporate Development | 0 | $0 | 121,100 | $7,669,453 | | John G. Finneran, Jr. General Counsel and Corporate Secretary | 88,510 | $359,351 | 61,480 | $3,960,573 | | Frank G. LaPrade, III Chief Enterprise Services Officer | 20,000 | $241,008 | 53,120 | $3,420,099 | | Sanjiv Yajnik President, Financial Services | 23,560 | $320,044 | 57,724 | $3,718,400 | | Ryan M. Schneider Former President, Card | 0 | $0 | 65,432 | $4,198,333 |

  149. 2016 Option Exercises and Stock Vested Table

    | The value realized is the pre-tax value of the shares (market price less the exercise price) received.(1) |

  150. 2016 Option Exercises and Stock Vested Table

    | The value realized for awards other than certain cash-settled RSUs and performance shares is the number of shares multiplied by the closing price of the Company’s common stock on the vesting date, as reported by the NYSE Composite Transaction Tape. For Mr. Crawford, the value includes shares that were withheld by the Company to satisfy the tax obligation associated with his signing of an Amended and Restated Non-Competition Agreement. For additional information regarding Mr. Crawford’s Amended and Restated Non-Competition Agreement, see “Non-Competition Agreements” beginning on page 80. For performance shares, the value also reflects the accrued dividends paid out as additional shares on the date the performance share award results are certified by the Compensation Committee. Except for cash-settled RSUs that were vested and released in connection with tax withholding on February 4, 2016, the value realized for all other cash-settled RSUs and amount paid is the number of shares multiplied by the closing price of the Company’s common stock for the 20 trading days preceding the vesting date for grants made prior to 2014 and 15 trading days preceding the vesting date for grants made in or after 2014, in accordance with the terms of the applicable awards. The value included in the table above that was realized from cash-settled RSUs was as follows: $2,502,222 for Mr. Fairbank, $316,821 for Mr. Blackley, $1,880,333 for Mr. Crawford, $1,503,592 for Mr. Finneran, $1,297,104 for Mr. LaPrade, $1,414,747 for Mr. Yajnik, and $1,731,173 for Mr. Schneider.(2) |

  151. 2016 Option Exercises and Stock Vested Table

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 73 |

  152. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    2016 Outstanding Equity Awards at Fiscal Year-End Table

  153. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards (1) | | | | | Stock Awards | | | | | Name and Principal Position | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price(2) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested(3) | | Richard D. Fairbank Chair, CEO and President | 12/10/2007 | 1,113,393(4) | 0 | $50.99 | 12/09/2017 | | | | | | | 01/29/2009 | 970,403(4) | 0 | $18.28 | 01/28/2019 | | | | | | | 01/27/2010 | 559,333(4) | 0 | $36.55 | 01/26/2020 | | | | | | | 01/26/2011 | 608,366(4) | 0 | $48.28 | 01/25/2021 | | | | | | | 01/31/2012 | 360,009(4) | 0 | $45.75 | 01/30/2022 | | | | | | | 01/31/2013 | 325,985(4) | 0 | $56.32 | 01/30/2023 | | | | | | | 01/30/2014 | 0 | 108,944(5) | $70.96 | 01/29/2024 | | | | | | | 01/30/2014 | | | | | | | 184,964(7) | $16,136,259 | | | 01/30/2014 | | | | | 38,935(6) | $3,396,689 | | | | | 01/30/2014 | | | | | 24,103(6) | $2,102,746 | | | | | 01/29/2015 | 0 | 115,812(5) | $74.96 | 01/28/2025 | | | | | | | 01/29/2015 | | | | | | | 175,094(8) | $15,275,201 | | | 01/29/2015 | | | | | 38,777(6) | $3,382,905 | | | | | 01/29/2015 | | | | | 23,081(6) | $2,013,586 | | | | | 02/04/2016 | 0 | 106,973(5) | $63.73 | 02/03/2026 | | | | | | | 02/04/2016 | | | | | | | 205,947(8) | $17,966,816 | | | 02/04/2016 | | | | | 28,009(6) | $2,443,505 | | | | | 02/04/2016 | | | | | 27,460(6) | $2,395,610 | | | | R. Scott Blackley Chief Financial Officer | 01/30/2014 | | | | | 2,713(9) | $236,682 | | | | | 01/29/2015 | | | | | | | 3,798(8) | $331,338 | | | 01/29/2015 | | | | | 5,063(9) | $441,696 | | | | | 01/29/2015 | | | | | 2,690(10) | $234,676 | | | | | 02/04/2016 | | | | | | | 5,135(8) | $447,977 | | | 02/04/2016 | | | | | 10,268(9) | $895,780 | | | | | 02/04/2016 | | | | | 4,712(10) | $411,075 | | | | | 02/04/2016 | | | | | 6,434(11) | $561,302 | | | | | 05/09/2016 | | | | | 14,368(12) | $1,253,464 | | | | Stephen S. Crawford Former CFO, Head of Finance and Corporate Development | 02/04/2013 | | | | | 30,523(14) | $2,662,827 | | | | | 01/30/2014 | 31,363(13) | 15,683(13) | $70.96 | 01/29/2024 | | | | | | | 01/30/2014 | | | | | | | 21,567(7) | $1,881,505 | | | 01/30/2014 | | | | | 7,987(9) | $696,786 | | | | | 01/30/2014 | | | | | 6,931(10) | $604,660 | | | | | 01/29/2015 | 20,221(13) | 40,443(13) | $74.96 | 01/28/2025 | | | | | | | 01/29/2015 | | | | | | | 24,764(8) | $2,160,411 | | | 01/29/2015 | | | | | 18,343(9) | $1,600,243 | | | | | 01/29/2015 | | | | | 13,513(10) | $1,178,874 | | | | | 02/04/2016 | 0 | 52,651(13) | $63.73 | 02/03/2026 | | | | | | | 02/04/2016 | | | | | | | 27,369(8) | $2,387,672 | | | 02/04/2016 | | | | | 30,410(9) | $2,652,968 | | | | | 02/04/2016 | | | | | 17,419(10) | $1,519,634 | | | | | 02/04/2016 | | | | | 18,814(11) | $1,641,333 | | |

  154. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | 74 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  155. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards (1) | | | | | Stock Awards | | | | | Name and Principal Position | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price(2) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested(3) | | John G. Finneran, Jr. General Counsel and Corporate Secretary | 01/26/2011 | 56,624(4) | 0 | $48.28 | 01/25/2021 | | | | | | | 01/31/2012 | 42,679(4) | 0 | $45.75 | 01/30/2022 | | | | | | | 01/31/2013 | 34,611(4) | 0 | $56.32 | 01/30/2023 | | | | | | | 01/30/2014 | 19,855(13) | 9,928(13) | $70.96 | 01/29/2024 | | | | | | | 01/30/2014 | | | | | | | 15,170(7) | $1,323,431 | | | 01/30/2014 | | | | | 5,618(9) | $490,114 | | | | | 01/30/2014 | | | | | 4,879(10) | $425,644 | | | | | 01/29/2015 | 10,553(13) | 21,107(13) | $74.96 | 01/28/2025 | | | | | | | 01/29/2015 | | | | | | | 14,361(8) | $1,252,854 | | | 01/29/2015 | | | | | 10,637(9) | $927,972 | | | | | 01/29/2015 | | | | | 8,604(10) | $750,613 | | | | | 02/04/2016 | 0 | 30,246(13) | $63.73 | 02/03/2026 | | | | | | | 02/04/2016 | | | | | | | 17,471(8) | $1,524,170 | | | 02/04/2016 | | | | | 19,411(9) | $1,693,416 | | | | | 02/04/2016 | | | | | 11,260(10) | $982,322 | | | | | 02/04/2016 | | | | | 12,004(11) | $1,047,229 | | | | Frank G. LaPrade, III Chief Enterprise Services Officer | 02/21/2008 | 45,810(4) | 0 | $48.95 | 02/20/2018 | | | | | | | 01/29/2009 | 30,647(4) | 0 | $18.28 | 01/28/2019 | | | | | | | 01/26/2011 | 18,666(4) | 0 | $48.28 | 01/25/2021 | | | | | | | 01/26/2011 | 15,460(4) | 0 | $48.28 | 01/25/2021 | | | | | | | 01/31/2012 | 31,178(4) | 0 | $45.75 | 01/30/2022 | | | | | | | 01/31/2013 | 32,603(4) | 0 | $56.32 | 01/30/2023 | | | | | | | 01/30/2014 | 19,975(13) | 9,989(13) | $70.96 | 01/29/2024 | | | | | | | 01/30/2014 | | | | | | | 13,736(7) | $1,198,329 | | | 01/30/2014 | | | | | 5,087(9) | $443,790 | | | | | 01/30/2014 | | | | | 4,022(10) | $350,879 | | | | | 01/29/2015 | 10,634(13) | 21,269(13) | $74.96 | 01/28/2025 | | | | | | | 01/29/2015 | | | | | | | 13,023(8) | $1,136,127 | | | 01/29/2015 | | | | | 9,646(9) | $841,517 | | | | | 01/29/2015 | | | | | 7,442(10) | $649,240 | | | | | 02/04/2016 | 0 | 32,420(13) | $63.73 | 02/03/2026 | | | | | | | 02/04/2016 | | | | | | | 16,853(8) | $1,470,256 | | | 02/04/2016 | | | | | 18,725(9) | $1,633,569 | | | | | 02/04/2016 | | | | | 10,341(10) | $902,149 | | | | | 02/04/2016 | | | | | 11,565(11) | $1,008,931 | | | | Sanjiv Yajnik President, Financial Services | 01/26/2011 | 37,204(4) | 0 | $48.28 | 01/25/2021 | | | | | | | 01/31/2012 | 38,515(4) | 0 | $45.75 | 01/30/2022 | | | | | | | 01/31/2013 | 32,450(4) | 0 | $56.32 | 01/30/2023 | | | | | | | 01/30/2014 | 18,618(13) | 9,310(13) | $70.96 | 01/29/2024 | | | | | | | 01/30/2014 | | | | | | | 14,225(7) | $1,240,989 | | | 01/30/2014 | | | | | 5,268(9) | $459,580 | | | | | 01/30/2014 | | | | | 4,593(10) | $400,693 | | | | | 01/29/2015 | 9,895(13) | 19,793(13) | $74.96 | 01/28/2025 | | | | | | | 01/29/2015 | | | | | | | 13,466(8) | $1,174,774 | | | 01/29/2015 | | | | | 9,974(9) | $870,132 | | |

  156. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 75 |

  157. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards (1) | | | | | Stock Awards | | | | | Name and Principal Position | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price(2) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested(3) | | | 01/29/2015 | | | | | 8,097(10) | $706,382 | | | | | 02/04/2016 | 0 | 28,633(13) | $63.73 | 02/03/2026 | | | | | | | 02/04/2016 | | | | | | | 16,538(8) | $1,442,775 | | | 02/04/2016 | | | | | 18,375(9) | $1,603,035 | | | | | 02/04/2016 | | | | | 10,696(10) | $933,119 | | | | | 02/04/2016 | | | | | 11,361(11) | $991,134 | | | | Ryan M. Schneider Former President, Card | 03/02/2007 | 26,250(4) | 0 | $76.79 | 03/01/2017 | | | | | | | 02/21/2008 | 100(4) | 0 | $48.95 | 02/20/2018 | | | | | | | 01/31/2013 | 35,269(4) | 0 | $56.32 | 01/30/2023 | | | | | | | 01/30/2014 | 25,289(13) | 12,645(13) | $70.96 | 01/29/2024 | | | | | | | 01/30/2014 | | | | | | | 17,390(7) | $1,517,104 | | | 01/30/2014 | | | | | 6,440(9) | $561,826 | | | | | 01/30/2014 | | | | | 5,592(10) | $487,846 | | | | | 01/29/2015 | 15,457(13) | 30,917(13) | $74.96 | 01/28/2025 | | | | | | | 01/29/2015 | | | | | | | 18,930(8) | $1,651,453 | | | 01/29/2015 | | | | | 14,022(9) | $1,223,279 | | | | | 01/29/2015 | | | | | 9,870(10) | $861,059 | | | | | 02/04/2016 | 0 | 44,709(13) | $63.73 | 02/03/2026 | | | | | | | 02/04/2016 | | | | | | | 23,241(8) | $2,027,545 | | | 02/04/2016 | | | | | 25,823(9) | $2,252,799 | | | | | 02/04/2016 | | | | | 13,032(10) | $1,136,912 | | | | | 02/04/2016 | | | | | 14,358(11) | $1,252,592 | | |

  158. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | Stock options granted generally have time-based vesting schedules, are exercisable upon vesting and vest earlier upon the optionee’s termination of employment for death, disability, or, beginning with awards granted in 2015, termination by Capital One without cause or by the individual for “good reason” within two years following (or in anticipation of) a change of control of Capital One. Certain stock options, as noted in the footnotes below, are also subject to performance-based vesting requirements. These options are transferable only to or for the benefit of immediate family members. For the treatment of stock options after the optionee’s retirement, see “Payments upon Retirement” in the “Potential Payments Upon Termination or Change of Control” section on page 82 for details.(1) |

  159. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | For stock options granted before April 23, 2009, the exercise price is equal to the fair market value of common stock on the date of grant determined on the basis of the average high and low sales prices as reported by the NYSE Composite Transaction Tape. For stock options granted on or after April 23, 2009, the exercise price is equal to the closing price of common stock on the date of grant as reported by the NYSE Composite Transaction Tape.(2) |

  160. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | Market value based on the closing price of a share of Capital One’s common stock on the last trading day of 2016 as reported by the NYSE Composite Transaction Tape.(3) |

  161. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | Stock options granted to NEOs prior to 2014 are fully vested.(4) |

  162. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | Stock options granted to the CEO in 2014, 2015 and 2016 vest in full on February 15 after the third anniversary of the date of grant (subject to performance-based vesting provisions. See “Performance-Based Vesting Provisions” in the “Compensation Discussion and Analysis” section on page 60 for details.(5) |

  163. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | A portion of the award is subject to vest following the first and second anniversary of the grant date in connection with required tax-related withholdings made by the Company on behalf of the executive; the remaining shares vest in full on February 15 after the third anniversary of the date of grant. The awards are subject to performance-based vesting provisions (see “Performance-Based Vesting Provisions” in the “Compensation Discussion and Analysis” section on page 60 for details).(6) |

  164. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents the number of shares expected to be issued for the January 30, 2014 performance share awards as of December 31, 2016. Shares were issued on March 8, 2017 with the following issuance date values (including accrued dividends paid out as additional shares): $17,956,092 for Mr. Fairbank; $2,093,784 for Mr. Crawford; $1,472,764 for Mr. Finneran; $1,333,517 for Mr. LaPrade; $1,381,010 for Mr. Yajnik; and $1,688,240 for Mr. Schneider. The number of shares an executive receives under a performance share award is dependent on the Company’s performance over the applicable three-year performance period.(7) |

  165. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | 76 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  166. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents the maximum number of shares the executive may receive under the performance share awards granted. The actual number of shares an executive receives under a performance share award is dependent on the Company’s performance over the applicable three-year performance period. The actual number of performance shares awarded may range from 0% to 150% of target and the value reported excludes dividend equivalents accrued with respect to performance shares which are paid in shares at the time the underlying performance shares are issued, and only with respect to the number of shares that actually vest. The Compensation Committee will certify the performance of the Company over the applicable performance period by March 15th after the third anniversary of the grant.(8) |

  167. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | Awards vest 33% annually beginning on February 15 after the first anniversary of the date of grant. Awards are subject to performance-based vesting provisions (see “Performance-Based Vesting Provisions” in the “Compensation Discussion and Analysis” section on page 60 for details).(9) |

  168. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | Awards vest 33% annually beginning on February 15 after the first anniversary of the date of grant. For awards granted on February 4, 2016, a portion of the award vested on the grant date in connection with required tax-related withholdings made by the Company on behalf of the individuals.(10) |

  169. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | Cash-settled RSUs representing a portion of 2016 base salary which vested in full on January 1, 2017, and were paid February 15, 2017.(11) |

  170. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | Vests 25% annually beginning on the first anniversary of the date of grant.(12) |

  171. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | Stock options vest 33% annually beginning on February 15 after the first anniversary of the date of grant (subject to performance-based vesting provisions). See “Performance-Based Vesting Provisions” in the “Compensation Discussion and Analysis” section on page 60 for details.(13) |

  172. 2016 Outstanding Equity Awards at Fiscal Year-End Table

    | Award vests 20% annually beginning on the first anniversary of the date of grant; a portion of the remaining award vested in June 2016 in connection with required tax-related withholdings made by the Company on behalf of the executive.(14) |

  173. Pension Benefits

    Pension Benefits

  174. 2016 Pension Benefits Table

    2016 Pension Benefits Table

  175. 2016 Pension Benefits Table

    | Name and Principal Position | Plan Name (1) | Present Value of Accumulated Benefit (2)(3) | Payments During Last Fiscal Year | | Richard D. Fairbank Chair, CEO and President | Cash Balance Pension Plan | $27,572 | $— | | | Excess Cash Balance Plan | $87,095 | $— | | R. Scott Blackley Chief Financial Officer | — | $0 | — | | Stephen S. Crawford Former CFO, Head of Finance and Corporate Development | — | $0 | — | | John G. Finneran, Jr. General Counsel and Corporate Secretary | Cash Balance Pension Plan | $19,684 | $— | | | Excess Cash Balance Plan | $14,042 | — | | Frank G. LaPrade, III Chief Enterprise Services Officer | — | $0 | — | | Sanjiv Yajnik President, Financial Services | — | $0 | — | | Ryan M. Schneider Former President, Card | — | $0 | — |

  176. 2016 Pension Benefits Table

    | In November 1995, Capital One amended the CBPP and the Excess CBPP to eliminate further pay-based credits to participants as of December 31, 1995 and to provide that there would be no new participants in such plans on or after January 1, 1996. Interest continues to be credited on plan balances on a quarterly (CBPP) or monthly (Excess CBPP) basis.(1) |

  177. 2016 Pension Benefits Table

    | Based on updated SEC guidance on the preferred disclosure method to use for cash balance plans, the amounts shown are the present value of the accrued benefit under the same actuarial assumptions and measurement date used for financial accounting purposes.(2) |

  178. 2016 Pension Benefits Table

    | Consistent with the measurement date used for financial disclosure for the pension plans, the amounts for each year are determined as of a December 31, 2016 measurement date.(3) |

  179. Capital One’s Voluntary Non-Qualified Deferred Compensation Programs

    Capital One’s Voluntary Non-Qualified Deferred Compensation Programs Capital One offers its Voluntary Non-Qualified Deferred Compensation Plan (“VNQDCP”) to eligible associates. In 2016, our NEOs excluding our CEO, could elect to contribute up to 50% of the cash portion of their respective base salaries and up to 100% of the restricted stock unit portion of their respective base salaries on a tax-deferred basis. Messrs. Blackley, Crawford, Finneran, LaPrade, Yajnik and Schneider participated in the program in 2016. In 2016, 100% of the CEO’s deferred cash bonus was mandatorily deferred for three years under the VNQDCP and will be paid in lump sum in the first quarter of 2019. In addition to participant deferrals, Capital One makes contributions under the VNQDCP. Company contributions vest immediately when posted to the VNQDCP. Participants in the VNQDCP have the option to direct their individual deferrals among seventeen different investment offerings made available by the plan: Fidelity Institutional Money Market Government Portfolio – Institutional Class, BlackRock U.S. Total Bond Index Fund K Shares, Prudential Total Return Bond Fund Class Q, Dodge and Cox Balanced Fund, Dodge and Cox Stock Fund, T. Rowe Price Institutional Large Fund Cap Value Fund, Northern Small Cap Value Fund, Fidelity 500 Index Fund – Institutional Premium Class, Blackrock Small Cap Index Fund Class K Shares, Fidelity Capital Appreciation Fund – Class K, T. Rowe Price Institutional Cap Growth Fund, The Hartford Small Company Fund Class Y, Blackrock Total International ex U.S. Index Fund Class K Shares, Dodge and Cox International Stock Fund, Vanguard Total World Stock Index Fund International Shares, and Lazard Emerging Markets Market Equity Portfolio Institutional Shares. Individual investment returns experienced in 2016 were as follows: Mr. Fairbank 7.8% or $857,512.36, Mr. Blackley 9.6% or $45,102.46, Mr. Crawford 13.6% or $97,435.64, Mr. Finneran 5.9% or $167,162.53, Mr. LaPrade 9.8% or $174,439.08 and Mr. Yajnik 10.4% or $100,161.37 and Mr. Schneider 0.3% or $661.58. Distributions under the VNQDCP may be made to participants according to their respective elected schedule for distribution in accordance with plan terms. The distribution schedules available under the plan include lump sum and 5, 10 or 15 year annual installments. Distributions occur based upon the following events: termination of employment, death, disability, in-service distribution election or change of control.

  180. Capital One’s Voluntary Non-Qualified Deferred Compensation Programs

    | 78 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  181. Capital One’s Voluntary Non-Qualified Deferred Compensation Programs

    Prior to December 31, 2005, Capital One offered its executives an Excess Savings Plan (“ESP”). The plan was frozen as of December 31, 2005; no additional participants are permitted to enter the plan, and no compensation is taken into account after this date. Messrs. Fairbank, Finneran, LaPrade, Yajnik and Schneider participated in the ESP and, as such, returns on these investments are reported for 2016. Effective January 1, 2008, the ESP was merged into the VNQDCP, and participants in the ESP have the option to direct their individual investments among the same offerings as the VNQDCP. Individual investment returns associated with the ESP experienced in 2016 were as follows: Mr. Fairbank 12% or $52,386.18, Mr. Finneran 12% or $159,614.73, Mr. LaPrade 12% or $39,956.93, Mr. Yajnik 4.8% or $14,150.47 and Mr. Schneider 0.3% or $374.13.

  182. 2016 Non-Qualified Deferred Compensation Table

    2016 Non-Qualified Deferred Compensation Table

  183. 2016 Non-Qualified Deferred Compensation Table

    | Name and Principal Position | Plan Name | Executive Contributions in Last FY (1) | Registrant Contributions in Last FY (2) | Aggregate Earnings in Last FY (3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE (4) | | Richard D. Fairbank Chair, CEO and President | Voluntary Non-Qualified Deferred Compensation Plan | $2,677,500 | $0 | $857,512 | $(2,344,378) | $10,954,141 | | | Excess Saving Plan | $0 | $0 | $52,386 | $0 | $490,089 | | | 2003 Performance Share Award(5) | $0 | $0 | $3,639,701 | $0 | $21,084,163 | | R. Scott Blackley Chief Financial Officer | Voluntary Non-Qualified Deferred Compensation Plan | $72,704 | $80,763 | $45,102 | $— | $565,435 | | | Excess Saving Plan | — | — | — | — | — | | Stephen S. Crawford Former CFO, Head of Finance and Corporate Development | Voluntary Non-Qualified Deferred Compensation Plan | $15,927 | $231,720 | $97,436 | $— | $945,912 | | | Excess Saving Plan | — | — | — | — | — | | John G. Finneran, Jr. General Counsel and Corporate Secretary | Voluntary Non-Qualified Deferred Compensation Plan | $10,165 | $145,020 | $167,163 | $0 | $3,128,459 | | | Excess Saving Plan | $0 | $0 | $159,615 | $0 | $1,493,248 | | Frank G. LaPrade, III Chief Enterprise Services Officer | Voluntary Non-Qualified Deferred Compensation Plan | $9,746 | $139,440 | $174,439 | $0 | $2,012,143 | | | Excess Saving Plan | $0 | $0 | $0 | $0 | $0 | | Sanjiv Yajnik President, Financial Services | Voluntary Non-Qualified Deferred Compensation Plan | $9,627 | $136,830 | $100,161 | $(116,979) | $1,227,254 | | | Excess Saving Plan | $0 | $0 | $14,150 | $0 | $307,394 | | Ryan M. Schneider Former President, Card | Voluntary Non-Qualified Deferred Compensation Plan | $12,115 | $175,050 | $662 | $(168,628) | $320,187 | | | Excess Saving Plan | $0 | $0 | $374 | $0 | $129,746 |

  184. 2016 Non-Qualified Deferred Compensation Table

    | Reflects executive contributions made for 2016. Mr. Fairbank’s executive contribution under the VNQDCP was a mandatory deferral of the deferred cash bonus awarded in February 2016 for 2015 performance, which was reported in the 2015 Summary Compensation Table. For Messrs. Blackley, Crawford, Finneran, LaPrade, Yajnik and Schneider, all executive contributions under the VNQDCP were made in the form of base salary deferrals, and are reported in the 2016 Summary Compensation Table.(1) |

  185. 2016 Non-Qualified Deferred Compensation Table

    | Company contributions are also included in the amounts reported as “Company Contributions to Defined Contribution Plans” in footnote 8 to the Summary Compensation Table.(2) |

  186. 2016 Non-Qualified Deferred Compensation Table

    | Includes earnings on total assets in the VNQDCP and the ESP.(3) |

  187. 2016 Non-Qualified Deferred Compensation Table

    | All the amounts shown in this column, other than earnings on deferred compensation, were included in compensation amounts reported in prior years for those executives that were NEOs in such prior years and in the amounts required to be reported pursuant to the then applicable rules. Of these balances, the following amounts were reported in the Summary Compensation Tables in prior year proxy statements (to the extent that the named executive officer was a named executive officer in the applicable year): Mr. Fairbank $9,441,250; Mr. Crawford $683,728; Mr. Finneran $1,938,995; and Mr. Yajnik $278,394 and Mr. Schneider $961,909.(4) |

  188. 2016 Non-Qualified Deferred Compensation Table

    | Includes the value of restricted stock units that were granted to Mr. Fairbank in December 2003, subject to Capital One’s earnings per share performance relative to its comparator group over a three-year period from January 1, 2004 through December 31, 2006 (“Performance Period”). On March 2, 2007, the independent directors of the Board certified, following the end of the Performance Period, the achievement of the performance target. Because the Company ranked in the 76th percentile for the Performance Period relative to the comparator group, Mr. Fairbank acquired the right to receive 241,680 shares of Capital One’s common stock on March 31, 2007. Delivery of these shares is deferred until the end of Mr. Fairbank’s employment with the Company. Mr. Fairbank neither acquired these shares nor realized any value from these shares in 2016.(5) |

  189. 2016 Non-Qualified Deferred Compensation Table

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 79 |

  190. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  191. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    2016 Potential Payments and Benefits Upon Termination or Change of Control Table

  192. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | Name and Principal Position | Situation | Cash Severance (1) | Retirement Plan Contributions (2) | Acceleration and Continuation of Equity Awards (3) | Continuation of Medical/ Welfare Benefits (4) | Excise Tax Gross Up (5) | Total | | Richard D. Fairbank Chair, CEO and President(6) | Voluntary Termination | — | — | — | — | — | — | | | Involuntary Termination | — | — | — | — | — | — | | | Retirement | $— | $— | $42,386,673 | $479,000 | — | $42,865,673 | | | For Cause Termination | $— | $— | $— | $— | — | $— | | | Change of Control(7) | $3,089,201 | $— | $54,364,550(8) | $270,406 | — | $57,724,317 | | R. Scott Blackley Chief Financial Officer | Voluntary Termination | $— | $— | $1,207,053 | $— | — | $1,207,053 | | | Involuntary Termination | $825,000 | $— | $3,971,007 | $13,635 | — | $4,809,645 | | | Retirement | — | — | — | — | — | — | | | For Cause Termination | $— | $— | $561,302 | $— | — | $561,302 | | | Change of Control(7) | $3,451,096 | $202,021 | $4,554,190(8) | $125,607 | — | $8,332,914 | | Stephen S. Crawford Former CFO, Head of Finance and Corporate Development | Voluntary Termination | $— | $— | $18,833,473 | $— | — | $18,833,473 | | | Involuntary Termination | $5,752,080 | $— | $18,833,473 | $17,046 | — | $24,602,599 | | | Retirement | — | — | — | — | — | — | | | For Cause Termination | $— | $— | $1,641,333 | $— | — | $1,641,333 | | | Change of Control(7) | $10,226,211 | $631,320 | $18,833,473(8) | $187,384 | — | $29,878,388 | | John G. Finneran, Jr. General Counsel and Corporate Secretary | Voluntary Termination | $— | $— | $10,182,794 | $— | — | $10,182,794 | | | Involuntary Termination | $1,529,700 | $— | $10,182,794 | $10,000 | — | $11,722,494 | | | Retirement | $— | $— | $10,182,794 | $371,000 | — | $10,553,794 | | | For Cause Termination | $— | $— | $1,047,229 | $— | — | $1,047,229 | | | Change of Control(7) | $6,526,905 | $413,766 | $10,182,794(8) | $179,336 | — | $17,302,801 | | Frank G. LaPrade, III Chief Enterprise Services Officer | Voluntary Termination | $— | $— | $2,911,199 | $— | — | $2,911,199 | | | Involuntary Termination | $1,473,900 | $— | $6,497,028 | $15,827 | — | $7,986,755 | | | Retirement | — | — | — | — | — | — | | | For Cause Termination | $— | $— | $1,008,931 | $— | — | $1,008,931 | | | Change of Control(7) | $4,854,788 | $399,764 | $9,552,489(8) | $147,475 | — | $14,954,516 | | Sanjiv Yajnik President, Financial Services | Voluntary Termination | $723,900 | $— | $9,604,133 | $— | — | $10,328,033 | | | Involuntary Termination | $2,750,820 | $— | $9,604,133 | $10,000 | — | $12,364,953 | | | Retirement | $723,900 | $— | $9,604,133 | $297,000 | — | $10,625,033 | | | For Cause Termination | $— | $— | $991,134 | $— | — | $991,134 | | | Change of Control(7) | $6,177,456 | $393,215 | $9,604,133(8) | $162,220 | — | $16,337,024 | | Ryan M. Schneider President, Card | Voluntary Termination | $915,000 | $— | $3,738,408 | $— | — | $4,653,408 | | | Involuntary Termination | $3,477,000 | $— | $8,704,929 | $14,956 | — | $12,196,889 | | | Retirement | — | — | — | $— | — | — | | | For Cause Termination | $— | $— | $1,252,592 | $— | — | $1,252,592 | | | Change of Control(7) | $7,869,578 | $489,120 | $12,876,981(8) | $86,799 | — | $21,322,478 |

  193. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | Represents cash amounts paid for severance or in relation to enforcement of non-competition covenants as described under “Restrictive Covenants” beginning on page 80. In cases where the executive is eligible for both types of payments, non-competition amounts typically offset severance amounts in whole or in part. Cash-settled restricted stock unit awards granted after the end of a performance year are included in the “Acceleration and Continuation of Equity Awards” column. Messrs. Fairbank and LaPrade would receive a reduction in change of control severance payments in order to meet safe harbor limitations, which is reflected in the cash severance amounts reported above.(1) |

  194. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | Represents the value of projected contributions to retirement plans during the severance period.(2) |

  195. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | Represents the value of equity where vesting is accelerated or continued by the triggering event. For stock options, this represents the in-the-money value on December 31, 2016. For stock awards, this represents the fair market value of the shares on December 31, 2016. Most currently unvested equity awards held by our retirement eligible executives will continue to vest according to their original terms following retirement, which includes a voluntary or involuntary termination not for cause after a named executive officer becomes eligible for retirement. Messrs. Fairbank, Finneran, and Yajnik were the only named executive officers eligible for retirement as of December 31, 2016.(3) |

  196. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | 84 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |

  197. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | Represents the value of potential payments made on the executive’s behalf for continuation of medical and welfare benefits during the non-competition or severance period, as applicable. Includes programs such as medical, dental, insurance, outplacement services and related benefits. Only includes programs that are specific to the named executive officers; does not include the value of programs generally available to all employees upon separation from the Company.(4) |

  198. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | Named executive officers are not eligible for excise tax gross-ups.(5) |

  199. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | Mr. Fairbank receives no regular base salary. In light of this, for 2016, Mr. Fairbank’s payment in the event of a termination following a change of control was based on a notional salary of $1 million and his Highest Annual Bonus. The Committee reviews and establishes the notional salary amount on an annual basis, based on market trends related to CEO compensation and recommendations provided by FW Cook. Mr. Fairbank is a party to a Change of Control Agreement.(6) |

  200. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | Represents potential payments and benefits upon change of control for involuntary termination without cause or voluntary termination for good reason. “Acceleration and Continuation of Equity Awards” represents the value of equity where vesting is accelerated upon change of control, assuming, where applicable, that all performance metrics have been achieved at their target level.(7) |

  201. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | Most currently unvested equity awards will be treated in a similar manner following a named executive officer’s termination of employment for death or disability.(8) |

  202. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    The table above is intended to reflect potential payments to named executive officers across a range of potential separation scenarios, assuming the change of control or separation occurred on December 31, 2016. The amounts shown in the table do not include payments and benefits that are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. The NEOs also are eligible to receive certain pension benefits and certain qualified and non-qualified deferred compensation amounts upon termination. These amounts are outlined in the 2016 Pension Benefits Table on page 78 and the 2016 Non-Qualified Deferred Compensation Table on page 79, respectively, and are not included in the table above. Other amounts not included in the table above are the following:

  203. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | ∎ | Accrued salary, bonus and vacation pay as of the date of termination; and |

  204. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | ∎ | Welfare benefits generally available to all retirees, including retiree medical programs. |

  205. 2016 Potential Payments and Benefits Upon Termination or Change of Control Table

    | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT | 85 |

  206. Section X – Election of Directors (Item 1 on Proxy Card)

    Section X – Election of Directors (Item 1 on Proxy Card) 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. Each nominee has consented to serve a one-year term. Information about the proposed nominees for election as directors is set forth under “Director Nominees” in the “Corporate Governance at Capital One” section beginning on page 13 of this proxy statement. In the event a nominee ceases to be available for election, the Board of Directors 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 of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve as a director. Capital One’s Corporate Governance Guidelines provide that a non-management director shall not be eligible for election to the Board upon reaching the age of 72. The Board may waive this prohibition of eligibility if it determines that, in light of all the circumstances, doing so is in the best interests of Capital One and its stockholders. The Board has waived this requirement in respect of Mr. Jenkins, in light of his experience and performance during his tenure as a member of the Board, his relatively short tenure with Capital One, the quantity and quality of his experience in corporate banking, banking operations, investment banking, and management of customer relationships, spanning over 38 years, during which time he saw the industry undergo significant and rapid change, and his continuing value to Capital One and our stockholders as Capital One continues to evolve to match the pace of change in the banking industry. The nominees for election this year are:

  207. Section X – Election of Directors (Item 1 on Proxy Card)

    | Richard D. Fairbank | Pierre E. Leroy | | Ann Fritz Hackett | Peter E. Raskind | | Lewis Hay, III | Mayo A. Shattuck III | | Benjamin P. Jenkins, III | Bradford H. Warner | | Peter Thomas Killalea | Catherine G. West |

  208. Section X – Election of Directors (Item 1 on Proxy Card)

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

  209. Section X – Election of Directors (Item 1 on Proxy Card)

    | 90 | CAPITAL ONE FINANCIAL CORPORATION | 2017 PROXY STATEMENT |