DEF 14A of Capital One Financial Corp, Mar 20, 2019

DEF 14A of Capital One Financial Corp

Filed Mar 20, 2019 · FY20180001193125-19-080807

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  1. Highlights of Our 2018 Compensation Programs

    | The Committee considers these metrics to be key financial performance measures in its assessment of the Company’s performance, including certain non-GAAP measures. While certain of our non-GAAP measures are widely used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies, they may not be comparable to similarly titled measures reported by other companies. See Appendix A for our definition and reconciliation of these non-GAAP measures to the applicable amounts measured in accordance with GAAP.(1) |

  2. Highlights of Our 2018 Compensation Programs

    | ∎ | Payout of 60% of CEO Compensation Determined by Formula. 60% of CEO compensation granted for 2018 was in the form of performance shares that provide for vesting based entirely on the Company’s performance on an absolute basis and relative to the Company’s peers over a three-year period. |

  3. Highlights of Our 2018 Compensation Programs

    | ∎ | Awards Based on Company and Individual Performance. All named executive officers receive incentive awards based on Company and/or individual performance. For 2018, 100% of CEO compensation and 80% of the compensation for the other named executive officers was based on Company and/or individual performance. |

  4. Highlights of Our 2018 Compensation Programs

    | ∎ | All Equity Awards Contain Performance and Recovery Provisions. All equity awards contain performance and recovery provisions that are designed to enhance alignment between pay and performance and to balance risk. See “Additional Performance Conditions and Recovery Provisions” beginning on page 71 for more information about these provisions. |

  5. 2018 Compensation Decisions

    | ∎ | Performance Shares granted in February 2018 under which he may receive from 0% to 150% of a target number of 100,268 shares of the Company’s common stock based on the Company’s performance over a three-year period beginning January 1, 2018; and |

  6. 2018 Compensation Decisions

    | ∎ | Year-End Incentive Award totaling $7 million granted in January 2019 in recognition of the Company’s record financial performance in 2018 and consisting of a deferred cash bonus of $4.2 million and a grant of 34,744 cash-settled restricted stock units (“RSUs”) valued at $2.8 million. The deferred 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 2022. The award of RSUs will vest in full on February 15, 2022, and settle in cash based on the Company’s average stock price over the fifteen trading days preceding the vesting date. |

  7. Our Director Nominees

    Our Director Nominees Our Board is presenting the following 11 nominees for election as directors at the Annual Stockholder Meeting. All of the nominees currently serve as directors on our Board and, other than Mr. Leenaars (who was appointed to our Board effective January 1, 2019) and Mr. Locoh-Donou (who was appointed to our Board effective March 1, 2019), all were elected by our stockholders at our 2018 Annual Stockholder Meeting. For a description of the specific experience and qualifications of each of our nominees, see “Biographies of Director Nominees” beginning on page 18.

  8. Our Director Nominees

    | Name | Age | Occupation | Director Since | Independent | Other Public Boards | | Richard D. Fairbank | 68 | Chairman, Chief Executive Officer and President, Capital One Financial Corporation | 1994 | No | 0 | | Aparna Chennapragada | 42 | Vice President, Augmented Reality, Google | 2018 | ✓ | 0 | | Ann Fritz Hackett | 65 | Partner and Co-Founder, Personal Pathways, LLC | 2004 | ✓ | 1 | | Peter Thomas Killalea | 51 | Owner and President, Aoinle, LLC; Former Vice President of Technology, Amazon.com | 2016 | ✓ | 3 | | Eli Leenaars | 57 | Vice Chairman of the Global Wealth Management Division, UBS Group AG | 2019 | ✓ | 0 | | Pierre E. Leroy | 70 | Managing Partner, Aspiture, LLC; Former Executive Chair and Chief Executive Officer, Vigilant Solutions; Former Division President, Deere & Co. | 2005 | ✓ | 0 | | François Locoh-Donou | 47 | President, Chief Executive Officer, and Director, F5 Networks, Inc. | 2019 | ✓ | 1 | | Peter E. Raskind | 62 | Former Chairman, President and Chief Executive Officer, National City Corporation | 2012 | ✓ | 0 | | Mayo A. Shattuck III | 64 | Chairman, Exelon Corporation; Former Chairman, President and Chief Executive Officer, Constellation Energy Group | 2003 | ✓ | 3 | | Bradford H. Warner | 67 | Former President of Premier and Small Business Banking, Bank of America Corporation | 2008 | ✓ | 0 | | Catherine G. West | 59 | Former Special Advisor, Promontory Financial Group; Former Associate Director and Chief Operating Officer, Consumer Financial Protection Bureau | 2013 | ✓ | 0 |

  9. Our Director Nominees

    | 12 | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT |

  10. Our Director Nominees

    We would like to extend our appreciation to director Benjamin P. Jenkins, who will retire from our Board effective May 2, 2019 in accordance with our Corporate Governance Guidelines. Mr. Jenkins has been a director of Capital One since 2013, providing our Board and management with extensive knowledge and valuable insights from his over 38 years of experience in corporate banking, banking operations, investment banking, and management of customer relationships. We are deeply grateful to Mr. Jenkins for his many valuable contributions to Capital One and wish him well in his future endeavors. We would also like to extend our appreciation to director Lewis Hay, III, who has decided not to stand for re-election to the Board at the 2019 Annual Stockholder Meeting due to other demands on his time. Mr. Hay has been a director of Capital One since 2003, providing our Board and management with extensive knowledge and insights on the complex strategic, operational, management, regulatory, financial, and governance issues faced by large public companies such as Capital One. We thank Mr. Hay for his commitment to Capital One over his 16 years of service and wish him well in his future endeavors.

  11. Director Nominee Highlights (excluding our CEO)

    Director Nominee Highlights (excluding our CEO)

  12. Director Nominee Highlights (excluding our CEO)

    | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT | 13 |

  13. What We Look For in Individual Director Nominees

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

  14. What We Look For in Individual Director Nominees

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

  15. What We Look For in Individual Director Nominees

    | 14 | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT |

  16. What We Look For in Individual Director Nominees

    The Governance and Nominating Committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board, and has determined that all of our director nominees possess the personal characteristics, level of commitment to the Company, diversity, and skills and experience that align with the Company’s long-term strategy and that enable the Board to operate in an engaged and effective manner. Specific Skills and Experience. The Governance and Nominating Committee and the Board regularly review the Board’s membership in light of Capital One’s business model and strategic goals and objectives, the regulatory environment and financial market conditions. In its review, the Governance and Nominating Committee considers whether the Board continues to possess the appropriate mix of skills and experience to oversee the Company in achieving these goals, and may seek additional directors as a result of this consideration. Our director nominees have specific experiences that, in the aggregate, meet an articulated set of director skills established by the Governance and Nominating Committee. These skills are not one-dimensional. Instead, these skills collectively allow our director nominees to leverage strategic and forward thinking, pattern recognition, and strong business acumen to inform Board discussions and create an engaged, effective, and strategically oriented Board.

  17. Skills and Experience of our Director Nominees (excluding our CEO)(1)

    Skills and Experience of our Director Nominees (excluding our CEO)(1)

  18. Skills and Experience of our Director Nominees (excluding our CEO)(1)

    | Skills defined below(1) |

  19. Skills and Experience of our Director Nominees (excluding our CEO)(1)

    | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT | 15 |

  20. Skills and Experience of our Director Nominees (excluding our CEO)(1)

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

  21. Skills and Experience of our Director Nominees (excluding our CEO)(1)

    Other Considerations. For new nominees, the Governance and Nominating Committee may also consider the results of the nominee’s interviews with directors and/or other members of senior management and any background checks the Governance and Nominating Committee deems appropriate. In 2018, Capital One continued its engagement with Spencer Stuart, a third-party director search firm, to identify and evaluate potential non-incumbent director candidates based on the criteria and principles described above. When evaluating incumbent directors, the Governance and Nominating Committee also considers the director’s performance throughout the year, including the director’s attendance, preparation for and participation in Board and committee meetings, the director’s annual evaluation, feedback received from fellow Board members, and the director’s willingness to serve for an additional term, as further described in the section “Annual Assessment of Director Nominees” beginning on page 28.

  22. Process for Stockholder Recommendations of Director Candidates

    Process for Stockholder Recommendations of Director Candidates Stockholders may propose nominees for consideration by the Governance and Nominating Committee by submitting the names and other relevant information as required by Capital One’s Bylaws, and further described in Capital One’s Corporate Governance Guidelines, to the Corporate Secretary at Capital One’s address set forth in the 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. In addition, an eligible stockholder or group of stockholders may use Capital One’s “proxy access” bylaws to include stockholder-nominated director candidates in the Company’s proxy materials for annual meetings of stockholders. Our Bylaws permit up to 20 stockholders owning 3% or more of the Company’s outstanding

  23. Process for Stockholder Recommendations of Director Candidates

    | 16 | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT |

  24. Process for Stockholder Recommendations of Director Candidates

    common shares of voting stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to two (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.

  25. Director Independence

    Director Independence Except for our CEO, who is the Company’s founder, the Board has affirmatively determined that the other members of our Board are independent under Capital One’s Director Independence Standards, which have been adopted by the Board as part of Capital One’s Corporate Governance Guidelines. The Board has concluded this based on a thorough assessment of whether each of its non-management members is “independent” under these standards. These standards reflect the director independence requirements set forth in the listing standards of the New York Stock Exchange (“NYSE”) and other applicable legal and regulatory rules, and also describe certain categorical relationships that the Board has determined to be immaterial for purposes of determining director independence. The categorical relationships the Board has deemed immaterial for purposes of determining director independence are: (i) relationships between Capital One and an entity where the director serves solely as a non-management director; (ii) transactions between Capital One and a director or a director’s immediate family (or their primary business affiliations) that fall below the numerical thresholds in the NYSE listing standards (or do not otherwise preclude independence under those standards), and that are ordinary course, on arm’s-length market terms, and, in the case of extensions of credit, followed usual underwriting procedures, contain no other unfavorable features and are in compliance with applicable legal and regulatory rules; and (iii) discretionary contributions to not-for-profit organizations, foundations, or universities in which a director serves as an executive officer that in any of the last three fiscal years do not exceed the greater of $1 million or 2% of the organization’s consolidated gross revenues. The Board has determined that each of the director nominees (excluding our CEO) is independent under these standards. The Board has also determined that Mr. Hay and Mr. Jenkins are independent under these standards. In making these determinations, the Governance and Nominating Committee and the Board reviewed certain information obtained from non-management directors’ responses to a questionnaire asking about their relationships with Capital One, and those of their immediate family members and primary business or charitable affiliations and other potential conflicts of interest, as well as certain information obtained through internal diligence conducted on Capital One’s businesses related to transactions, relationships or arrangements between Capital One and a non-management director or their immediate family members, primary business or charitable affiliations. Following this review, the Board determined that the relationships or transactions complied with the Corporate Governance Guidelines and the related NYSE standards.

  26. Director Independence

    | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT | 17 |

  27. Director Independence

    | Biographies of Director Nominees |

  28. Director Independence

    | Director Since: 1994 Age: 68 Capital One Committees: ∎ None Capital One Companies: ∎ Capital One Bank (USA), National Association (Chair) ∎ Capital One, National Association (Chair) | Richard D. Fairbank Chairman, Chief Executive Officer and President, Capital One Financial Corporation Mr. Fairbank is founder, Chairman, Chief Executive Officer, and President of Capital One Financial Corporation. As an innovator and entrepreneurial leader, Mr. Fairbank has grown Capital One from a start-up to one of the ten largest banks in America and 100 largest companies in the country as ranked by Fortune Magazine. Mr. Fairbank has been the CEO since the Company’s Initial Public Offering in November 1994 and has served as the Chairman and CEO since February 1995. Since the founding of the Company, Mr. Fairbank has been responsible for overseeing both the Company’s strategic direction as well as management of Capital One’s day-to-day operations, and has driven strong organic business growth and executed a series of strategic acquisitions across retail and direct banking, credit cards, auto lending, and technology. Mr. Fairbank has extensive experience in financial services and has led the development, growth, and transformation of the Company’s business capabilities since its founding, including technology, risk management, brand, customer experience, and talent development and diversity. Prior to Capital One, Mr. Fairbank was Vice President and head of the banking practice at a national strategy consulting firm. Mr. Fairbank served on MasterCard International’s Global Board of Directors from February 2004 until May 2006. Additional Public Directorships (current): ∎ None |

  29. Director Independence

    | Director Since: 2018 Age: 42 Capital One Committees: ∎ Compensation Committee ∎ Risk Committee Capital One Companies: ∎ Capital One Bank (USA), National Association | Aparna Chennapragada Vice President, Augmented Reality, Google Ms. Chennapragada, a computer scientist and current Vice President at Google, has more than 18 years of experience in leading teams, driving strategy, and developing successful flagship products. As an accomplished executive with experience in technology innovation and development, leading change initiatives, product development, strategy, machine learning, and talent management, she brings significant insights on mobile, artificial intelligence, and technology’s transformational impact on business and consumers. Ms. Chennapragada has been a leader at Google for more than a decade and has served as Vice President of Product Management since October 2017, where she oversees product management for new product areas in augmented reality. Prior to her current role, Ms. Chennapragada was a Senior Director and Technical Assistant to the CEO at Google from May 2016 to September 2017, where she helped drive various company-wide product efforts and company-wide product strategy reviews. She also served as a Director and Group Product Manager for Google Now from March 2013 to April 2016, was a Senior Product Manager on Google Search from September 2010 to February 2013, and began her career with the company leading a team of 30 research scientists and engineers in the development of new algorithmic features for YouTube and Google from July 2008 to September 2010. Prior to joining Google, Ms. Chennapragada served in various roles at Akamai Technologies, Inc. from September 1999 to June 2008. Additional Public Directorships (current): ∎ None |

  30. Director Independence

    | 18 | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT |

  31. Director Independence

    | Lead Independent Director Director Since: 2004 Age: 65 Capital One Committees: ∎ Compensation Committee ∎ Governance and Nominating Committee (Chair) ∎ Risk Committee Capital One Companies: ∎ Capital One, National Association | Ann Fritz Hackett Partner and Co-Founder, Personal Pathways, LLC Ms. Hackett has more than 30 years of experience in developing and leading critical strategic and human capital initiatives. 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. Ms. Hackett 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. Ms. Hackett is currently a partner of Personal Pathways, LLC, a technology company she co-founded in 2007 to provide companies with a web-based enterprise collaboration insights platform to better advance high performance professional relationships and support the kind of complex problem-solving required in today’s distributed workplace. Prior to her current role at Personal Pathways, in 1996 she founded and served as the President of Horizon Consulting Group, LLC, providing global consumer product and service companies with innovative strategy and human capital initiatives. Prior to launching Horizon Consulting, Ms. Hackett spent 11 years at a leading national strategy consulting firm where she served as Vice President and Partner, served on the Management Committee, led Human Resources, and developed her expertise in strategy, managing cultural change, creating performance management processes and a performance-based culture, developing leadership talent, and planning for executive succession. Ms. Hackett is also a member of Tapestry Networks’ Lead Director Network, a select group of lead directors who collaborate on matters regarding board leadership. She also previously served as a director of Beam, Inc. (formerly Fortune Brands, Inc.) from December 2007 until April 2014. Additional Public Directorships (current): ∎ Fortune Brands Home & Security, Inc. |

  32. Director Independence

    | Director Since: 2016 Age: 51 Capital One Committees: ∎ Compensation Committee ∎ Risk Committee Capital One Companies: ∎ Capital One, National Association | Peter Thomas Killalea Owner and President, Aoinle, LLC; Former Vice President of Technology, Amazon.com Mr. Killalea, a seasoned technology executive and advisor, has deep expertise in product development, digital innovation, customer experience, and security. Mr. Killalea is currently the Owner and President of Aoinle, LLC, a consulting firm he founded in November 2014 to provide advice to technology-driven companies. From May 1998 to November 2014, Mr. Killalea served in various leadership roles at Amazon, most recently as its Vice President of Technology for the Kindle Content Ecosystem. He led Amazon’s Infrastructure and Distributed Systems team, which later became a key part of the Amazon Web Services Platform. Prior to that, he served as Amazon’s Chief Information Security Officer and Vice President of Security. Mr. Killalea also currently serves on the editorial board of ACM Queue (Association for Computing Machinery). He previously served on the board of Xoom Corporation (acquired by PayPal Inc.) from March 2015 to November 2015. Additional Public Directorships (current): ∎ Akamai Technologies, Inc. ∎ Carbon Black ∎ MongoDB, Inc. |

  33. Director Independence

    | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT | 19 |

  34. Director Independence

    | Director Since: 2019 (new nominee) Age: 57 Capital One Committees: ∎ Audit Committee ∎ Risk Committee Capital One Companies: ∎ None | Eli Leenaars Vice Chairman of the Global Wealth Management Division, UBS Group AG Mr. Leenaars has over 30 years of experience in the financial services sector, including institutional and investment banking, asset management, corporate and retail banking, and in cultivating sophisticated client relationships. A respected expert on the future of digital banking, as well as global industry trends in finance, investment, banking, and leadership, Mr. Leenaars has experience managing businesses through a wide range of matters including complex corporate restructuring, strategic initiatives, and challenging financial environments. Mr. Leenaars has served as Vice Chairman of the Global Wealth Management Division at UBS Group AG, a Swiss multinational investment bank and financial services company, since April 2015. In this role, he engages on senior relationship management with a focus on UBS’ largest non-U.S. clientele. Prior to joining UBS, Mr. Leenaars enjoyed a 24-year career at ING Group N.V., a Dutch multinational banking and financial services company, and various of its subsidiaries. From January 2010 until March 2015, he served as the CEO of ING Retail Banking Direct and International for ING, where he was responsible for Retail Banking and Private Banking worldwide. This included serving as CEO of ING Direct N.V., the parent company of ING Direct in the U.S., which pioneered the national direct deposit platform. Between 2004 and 2010, Mr. Leenaars was also member of ING’s Executive Board with responsibility for ING’s Global Retail and Private Banking operations and Group Technology and Operations. In addition, Mr. Leenaars previously served as a member of our Board from May 2012 to September 2012 in connection with Capital One’s acquisition of ING Direct. Mr. Leenaars is a member of the Supervisory Board of the Royal Concertgebouw (Amsterdam) and member of the Executive Committee of the Trilateral Commission (Paris, Tokyo, and Washington, DC). Additional Public Directorships (current): ∎ None |

  35. Director Independence

    | Director Since: 2005 Age: 70 Capital One Committees: ∎ Audit Committee ∎ Compensation Committee Capital One Companies: ∎ Capital One Bank (USA), National Association | Pierre E. Leroy Managing Partner, Aspiture, LLC Mr. Leroy has a deep knowledge and understanding of business operations and complex financial requirements through his experience 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 leading and managing large complex international marketing, engineering and manufacturing organizations and serving on other public company boards. In 2015, Mr. Leroy established Aspiture, LLC, an advisory and private equity firm which invests primarily in digital companies offering unique customer solutions. Prior to launching Aspiture, Mr. Leroy served in various leadership roles at Vigilant Solutions, Inc. (formerly Vigilant Video, Inc.), an industry-leading pioneer of innovative intelligence solutions that help law enforcement protect officers, families and communities. These leadership roles included Executive Chairman of Vigilant (from March 2012 to 2015), and as Chief Executive Officer (from July 2012 until June 2013). Mr. Leroy spent much of his professional career at Deere & Company, a world leader in providing advanced products and services for agriculture, forestry, construction, lawn and turf care, landscaping and irrigation, which also provides financial services worldwide and manufactures and markets engines used in heavy equipment. While at Deere & Company, Mr. Leroy served as President of both the Worldwide Construction & Forestry Division and the Global Parts Division before retiring in 2005, and also served in a number of positions in finance, including Treasurer, Vice-President and Treasurer, and Senior Vice-President and Chief Financial Officer. Mr. Leroy has also served as a director on the boards 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). Additional Public Directorships (current): ∎ None |

  36. Director Independence

    | 20 | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT |

  37. Director Independence

    | Director Since: 2019 (new nominee) Age: 47 Capital One Committees: ∎ None Capital One Companies: ∎ None | François Locoh-Donou President, Chief Executive Officer, and Director, F5 Networks, Inc. Mr. Locoh-Donou has nearly two decades of enterprise technology experience, building a wide range of product teams, and operations around the world. He is well known for his ability to envision where industries are going and inspire organizations to identify and execute on future growth opportunities – especially in the areas of cloud, software, analytics, and security. In April 2017, Mr. Locoh-Donou was hired as the President and Chief Executive Officer of F5 Networks, where he has refocused the company on Applications Services Software (including Security) for Multi-Cloud environments. He is also the only management member of the F5 Board of Directors. Prior to joining F5, Mr. Locoh-Donou held successive leadership positions at Ciena Corporation (from 2002 to March 2017), a network strategy and technology company, including Chief Operating Officer; Senior Vice President, Global Products Group; Vice President and General Manager, EMEA; Vice President International Sales; and Vice President and Marketing. Prior to joining Ciena, Mr. Locoh-Donou held research and development roles with Photonetics, a French opto-electronics company. Mr. Locoh-Donou is also the co-founder and Chairman of Cajou Espoir, a cashew-processing facility that employs several hundred people in rural Togo, 80 percent of whom are women. Additional Public Directorships (current): ∎ F5 Networks, Inc. |

  38. Director Independence

    | Director Since: 2012 Age: 62 Capital One Committees: ∎ Governance and Nominating Committee ∎ Risk Committee (Chair) Capital One Companies: ∎ Capital One Bank (USA), National Association | Peter E. Raskind Former Chairman, President and Chief Executive Officer, National City Corporation Mr. Raskind has more than 30 years of banking experience, including in corporate banking, retail banking, wealth management/trust, mortgage, operations, technology, strategy, product management, asset/liability management, risk management and acquisition integration. Through his extensive banking career, he has served in a number of leadership roles and held positions of successively greater responsibility in a broad range of consumer and commercial banking disciplines, including cash management services, corporate finance, international banking, wealth management and corporate trust, retail and small business banking, operations and strategic planning. Most recently, Mr. Raskind was a consultant to banks and equity bank investors as the owner of JMB Consulting, LLC, which he established in February 2009 and managed through 2017. Prior to founding JMB Consulting, Mr. Raskind served as Chairman, President and Chief Executive Officer of National City Corporation, one of the largest banks in the United States, until its merger with PNC Financial Services Group in December 2008. Mr. Raskind has served as a director of United Community Banks, Inc. and Visa USA and Visa International. He also served on the board of directors of the Consumer Bankers Association, was a member of the Financial Services Roundtable, and on the executive committee of the National Automated Clearing House Association. In addition, Mr. Raskind served as Interim Chief Executive Officer of the Cleveland Metropolitan School District in 2011, and in 2010, he served as Interim Chief Executive Officer of the Cleveland-Cuyahoga County Port Authority. Additional Public Directorships (current): ∎ None |

  39. Director Independence

    | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT | 21 |

  40. Director Independence

    | Director Since: 2003 Age: 64 Capital One Committees: ∎ Compensation Committee (Chair) ∎ Governance and Nominating Committee Capital One Companies: ∎ Capital One, National Association | Mayo A. Shattuck III Chairman, Exelon Corporation; Former Chairman, President and Chief Executive Officer, Constellation Energy Group Mr. Shattuck has decades of experience in global corporate finance and lending, corporate strategy, capital markets, risk management, executive compensation and private banking, has led two large, publicly held companies and has served on other public company boards. Mr. Shattuck is currently Chairman of the Board of Chicago-based Exelon Corporation, the nation’s largest competitive energy provider and commercial nuclear plant operator. He previously served as Executive Chairman of the Board of Exelon from March 2012 through February 2013. Prior to its merger with Exelon, Mr. Shattuck 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 also has extensive experience in the financial services industry. He was previously at Deutsche Bank, where he served as Chairman of the Board of Deutsche Banc Alex. Brown and, during his tenure, also 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. In addition, from 1991 to 1997, Mr. Shattuck was President and Chief Operating Officer and a director of Alex. Brown & Sons, a major investment bank, which merged with Bankers Trust in 1997. Mr. Shattuck is the former Chairman of the Institute of Nuclear Power Operators. Additional Public Directorships (current): ∎ Alarm.com ∎ Exelon Corporation ∎ Gap, Inc. |

  41. Director Independence

    | Director Since: 2008 Age: 67 Capital One Committees: ∎ Audit Committee (Chair) ∎ Risk Committee Capital One Companies: ∎ Capital One Bank (USA), National Association | Bradford H. Warner Former President of Premier and Small Business Banking, Bank of America Corporation Mr. Warner has deep experience in a broad range of commercial, consumer, investment and international banking leadership roles, as well as in corporate banking functions, customer relationships, corporate culture change management, enterprise risk management, and technology. Mr. Warner served in a variety of executive positions at BankBoston, FleetBoston and Bank of America from 1975 until his retirement in 2004. These positions included President of Premier and Small Business Banking, Executive Vice President of Personal Financial Services, and Vice Chairman of Regional Bank. Throughout his banking career, Mr. Warner served in leadership roles for many of the major business lines and functional disciplines that constitute commercial banking, including leadership of retail and branch banking, consumer lending (credit cards, mortgage and home equity), student lending and small business; various corporate banking functions, including community banking and capital markets businesses, such as underwriting, trading and sales of domestic and international fixed income securities, foreign exchange and derivatives; international banking businesses in Asia, northern Latin America and Mexico; and several investment-related businesses, including private banking, asset management and brokerage. He also served on the most senior management policy and governance committees at BankBoston, FleetBoston and Bank of America. Additional Public Directorships (current): ∎ None |

  42. Director Independence

    | 22 | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT |

  43. Director Independence

    | Director Since: 2013 Age: 59 Capital One Committees: ∎ Audit Committee ∎ Risk Committee Capital One Companies: ∎ Capital One Bank (USA), National Association | Catherine G. West Former Special Advisor, Promontory Financial Group; Former Associate Director and Chief Operating Officer, Consumer Financial Protection Bureau Ms. West has a multifaceted background in financial services with more than 30 years of experience in financial services operations, business line management (P&L), regulatory matters, technology platform conversions, process automation and innovation, and strategy development. She has experience in initial public offerings, and mergers and acquisitions, and has a keen understanding of business strategy, operations, and the regulatory perspective in the financial services industry. Ms. West served as a Special Advisor to Promontory Financial Group, a financial services consulting firm, from May 2013 until her departure in October 2013, and as Managing Director from April 2012 until April 2013. From March 2011 to April 2012, Ms. West was the Associate Director and Chief Operating Officer of the Consumer Financial Protection Bureau (the “CFPB”) a federal agency tasked with regulating U.S. consumer protection with regard to financial services and products, where she led the start-up of the agency’s infrastructure. While at the CFPB, Ms. West also played an integral part in implementing a Consumer Response unit designed to solicit views from consumers regarding their experiences with financial institutions and leveraged those views to effect policy change. Prior to joining the CFPB, she served as the Chief Operating Officer of J.C. Penney from August 2006 to December 2006. Ms. West was an executive officer at Capital One Financial Corporation from March 2000 to July 2006, where she served in roles that included President of the U.S. Card business and Executive Vice President of U.S. Consumer Operations. Prior to her time at Capital One, Ms. West spent over 10 years primarily in consumer card banking at several institutions. Additional Public Directorships (current): ∎ None |

  44. Director Independence

    | Board Leadership Structure |

  45. Director Independence

    Our Board has carefully considered the critical issue of Board leadership in the context of Capital One’s specific circumstances, culture, strategic objectives and challenges. The diverse backgrounds and experiences of our directors provide the Board with broad perspectives from which to determine the leadership structure best suited for Capital One and the long-term interests of Capital One’s stockholders and other stakeholders. We believe that our existing Board leadership structure, with Mr. Fairbank acting as CEO and Chairman of the Board, provides the most effective governance framework and allows our Company to benefit from Mr. Fairbank’s talent, knowledge, and leadership as the founder of Capital One and allows him to use the in-depth focus and perspective gained in running the Company to effectively and efficiently lead our Board. Capital One appropriately maintains strong independent and effective oversight of our business and affairs through our empowered Lead Independent Director; all-independent Board committees with independent chairs that oversee the Company’s operations, risks, performance and business strategy; experienced and committed directors; and frequent executive sessions without management (including Mr. Fairbank) in attendance.

  46. Annual Assessment of Director Nominees

    Annual Assessment of Director Nominees Each year the Chair of the Governance and Nominating Committee conducts an individual director assessment process. This process includes candid, one-on-one discussions between the Governance and Nominating Committee’s Chair and each Board member regarding the individual performance and effectiveness of the directors nominated by the Board for re-election by Capital One’s stockholders. Directors may also provide feedback on any other individual director’s performance at any time, regardless of whether it is part of the formal assessment process. The Lead Independent Director is also assessed annually through a process facilitated by another independent member of the Board. See “Annual Assessment of the Lead Independent Director” beginning on page 25 for a description of that process.

  47. Information About Our Current Board Committee Membership and 2018 Committee Meetings

    Information About Our Current Board Committee Membership and 2018 Committee Meetings

  48. Information About Our Current Board Committee Membership and 2018 Committee Meetings

    | Director | Audit (6) | Compensation | Governance and Nominating | Risk | | Richard D. Fairbank | | | | | | Aparna Chennapragada (1) | | | | | | Ann Fritz Hackett | | | | | | Lewis Hay, III (2) | | | | | | Benjamin P. Jenkins (2) | | | | | | Peter Thomas Killalea | | | | | | Eli Leenaars (3) | | | | | | Pierre E. Leroy (4) | | | | | | François Locoh-Donou (5) | | | | | | Peter E. Raskind | | | | | | Mayo A. Shattuck III | | | | | | Bradford H. Warner (4) | | | | | | Catherine G. West | | | | | | # MEETINGS HELD IN 2018 | 14 | 9 | 7 | 10 |

  49. Information About Our Current Board Committee Membership and 2018 Committee Meetings

    Chair Member

  50. Information About Our Current Board Committee Membership and 2018 Committee Meetings

    | Ms. Chennapragada was appointed to the Compensation Committee and Risk Committees effective June 19, 2018.(1) |

  51. Information About Our Current Board Committee Membership and 2018 Committee Meetings

    | Mr. Jenkins and Mr. Hay will retire from the Board at the Annual Stockholder Meeting to be held on May 2, 2019.(2) |

  52. Information About Our Current Board Committee Membership and 2018 Committee Meetings

    | Mr. Leenaars was appointed to the Board and the Risk Committee and Audit Committee effective January 1, 2019.(3) |

  53. Information About Our Current Board Committee Membership and 2018 Committee Meetings

    | The Board has identified Mr. Leroy and Mr. Warner as “audit committee financial experts” under the applicable Securities and Exchange Commission (“SEC”) rules based on their experience and qualifications; six other of our director nominees could qualify as “audit committee financial experts” under the relevant NYSE standards.(4) |

  54. Information About Our Current Board Committee Membership and 2018 Committee Meetings

    | Mr. Locoh-Donou was appointed to the Board effective March 1, 2019.(5) |

  55. Information About Our Current Board Committee Membership and 2018 Committee Meetings

    | Each member of the Audit Committee is “financially literate” within the listing standards of the NYSE. No member of the Audit Committee simultaneously serves on the audit committees of more than three public companies, including Capital One.(6) |

  56. Compensation Committee Consultant

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

  57. Compensation Committee Consultant

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

  58. Compensation Committee Consultant

    Consultants from FW Cook typically attend Compensation Committee meetings and executive sessions of the Compensation Committee upon request of the Compensation Committee Chair, including meetings held jointly with the independent directors to review or approve the compensation for the CEO and the other executive officers and to provide an independent perspective regarding such compensation practices. The services provided by FW Cook are limited in scope as described above. FW Cook does not provide any services to the Company or its management other than the services provided to the Compensation Committee. The Compensation Committee has considered factors relevant to FW Cook’s independence from management under SEC and NYSE rules and has determined that FW Cook is independent from management.

  59. Compensation Committee Consultant

    | Executive Officers |

  60. Compensation Committee Consultant

    | Robert M. Alexander Chief Information Officer Age: 54 | Mr. Alexander has served as our Chief Information Officer since May 2007, and is responsible for overseeing all technology activities for Capital One. Mr. Alexander joined Capital One in April 1998. From April 1998 to May 2007, Mr. Alexander had responsibility at various times for a number of Capital One’s lending businesses, including the U.S. consumer credit card and installment loan businesses. | | Jory A. Berson Chief Human Resources Officer Age: 48 | Mr. Berson has served as our Chief Human Resources Officer since June 2009, and is responsible for overseeing Capital One’s Human Resources strategy, recruitment efforts, and development programs. Mr. Berson joined Capital One in July 1992. From July 1992 to June 2009, Mr. Berson held a variety of roles at Capital One, including President, Financial Services and President, U.S. Card. | | R. Scott Blackley Chief Financial Officer Age: 50 | Mr. Blackley has served as our Chief Financial Officer since May 2016, and is responsible for managing Capital One’s finance team and the overall financial management of the Company. Mr. Blackley joined Capital One in March 2011 and served as the Company’s Controller from March 2011 to March 2017 and as Principal Accounting Officer from July 2011 to May 2017. Prior to joining the Company, Mr. Blackley held various executive positions at Fannie Mae and senior roles in consulting and public accounting, including an appointment to the U.S. Securities and Exchange Commission as a Professional Accounting Fellow and as a Partner with KPMG, LLP. | | Kevin S. Borgmann Senior Advisor to the CEO Age: 47 | Mr. Borgmann has served as a Senior Advisor to the CEO and executive team since February 2018, with a focus on strategy, risk management, and executive recruiting matters. Mr. Borgmann joined Capital One in August 2001. Since that time he has served in a variety of roles at Capital One, including Senior Vice President with the Credit Card business from March 2008 until September 2010, President of Capital One Auto Finance from September 2010 until October 2012, Deputy Chief Risk Officer from October 2012 to January 2013, and Chief Risk Officer from January 2013 through January 2018. |

  61. Compensation Committee Consultant

    | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT | 37 |

  62. Compensation Committee Consultant

    | Matthew W. Cooper General Counsel Age: 47 | Mr. Cooper has served as our General Counsel since February 2018, and is responsible for overseeing Capital One’s Legal Department. Mr. Cooper joined Capital One in January 2009. From January 2009 to January 2018, Mr. Cooper held a variety of roles within Capital One’s Legal Department, including Chief Counsel, Litigation from January 2009 to February 2014, Chief Counsel, Global Card from July 2012 to January 2017, and Chief Counsel, Legal from January 2016 to February 2018. Prior to joining Capital One, Mr. Cooper served in various executive roles within the legal department of the General Electric Company and one of its successor companies, Genworth Financial. | | Lia Dean Head of Bank Marketing and Retail Age: 41 | Ms. Dean has served as our Head of Bank Marketing and Retail since June 2018, and is responsible for leading consumer marketing for Capital One’s Retail and Direct Bank, as well as strategy, network management, customer experience, and day-to-day operations for more than 600 Capital One retail locations across the United States. Ms. Dean joined Capital One in April 2014. From April 2014 to June 2018, Ms. Dean served as Senior Vice President, Strategy for Capital One’s Retail and Direct Bank businesses, where she led the national expansion of Capital One Cafés. Prior to joining Capital One, she was a partner with McKinsey & Company, a management consulting firm, where she led work for clients across North America, Europe and Asia, with particular expertise in loyalty, customer lifecycle management, retail execution, and consumer insights. In addition, Ms. Dean was a founding member of CashEdge, a fintech venture, which was acquired by FiServ in 2011. | | John G. Finneran, Jr. Senior Advisor to the CEO and Corporate Secretary Age: 69 | Mr. Finneran has served as a Senior Advisor to the CEO and our Corporate Secretary since August 2018, and is responsible for advising on legal and regulatory issues, and corporate strategy, reputation, mission and culture and overseeing all Board of Directors and Senior Executive governance processes. Mr. Finneran joined Capital One in September 1994 as General Counsel and Corporate Secretary, and served in that role from September 1994 to February 2018, responsible for managing Capital One’s legal, governmental affairs, corporate governance, regulatory relations and corporate affairs departments, and managed Capital One’s internal audit department for administrative purposes. From February 2018 to July 2018, Mr. Finneran served as Chief Risk Officer and Corporate Secretary. | | Sheldon “Trip” Hall Chief Risk Officer Age: 42 | Mr. Hall has served as our Chief Risk Officer since August 2018, and is responsible for all aspects of Capital One’s risk management function, including oversight of risk management activities in areas such as credit risk, operational risk, compliance, and information security risk. Mr. Hall joined Capital One in June 1997. Since that time, he has served in a variety of roles in Capital One’s Installment Loans, Credit Card, National Small Business Lending, Auto Finance and Mainstreet Card businesses, including serving as President of Capital One Auto Finance from November 2012 to March 2017 and the Executive Vice President of Domestic Consumer Card from March 2017 to July 2018. | | Celia Karam Chief Audit Officer Age: 40 | Ms. Karam has served as our Chief Audit Officer since June 2018, and is responsible for leading Capital One’s internal audit function, developing the Company’s audit strategy and ensuring the Company maintains an effective control environment on behalf of the Board of Directors. Ms. Karam joined Capital One in July 2006. From July 2006 to June 2018, Ms. Karam served in a variety of roles within Capital One’s Small Business Bank, Retail and Direct Bank, U.S. Card, and Consumer Credit Card businesses, including Vice President of Consumer Lending to Retail Bank Customers from January 2012 to June 2013, Managing Vice President of Consumer Bank Products from July 2013 to December 2016, and Senior Vice President, Head of Small Business Banking from January 2017 to May 2018. |

  63. Compensation Committee Consultant

    | 38 | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT |

  64. Compensation Committee Consultant

    | Frank G. LaPrade, III Chief Enterprise Services Officer and Chief of Staff to the CEO Age: 52 | Mr. LaPrade has served as our Chief Enterprise Services Officer since 2010 and Chief of Staff to the CEO since 2004, and is responsible for managing Enterprise Services for Capital One, including Technology, Digital, Design, Growth Ventures, Brand, Enterprise Supplier Management, External Affairs, Workplace Solutions, and Corporate Security. Mr. LaPrade joined Capital One in January 1996. Since that time he has served in various positions, including as Capital One’s Deputy General Counsel from 1996 to 2004, responsible for managing the company’s litigation, employment, intellectual property and transactional practice areas. | | Christopher T. Newkirk President, Small Business, International and Walmart Age: 48 | Mr. Newkirk has served as our President, Small Business, International and Walmart since February 2019. Mr. Newkirk is responsible for leading Capital One’s International credit card businesses, Capital One’s small business credit card business and small business banking in the United States and Capital One’s credit card partnership with Walmart. Mr. Newkirk joined Capital One in September 2008. Since that time, he has served in a variety of roles in Capital One’s U.S. Card and International Card businesses, including Head of Strategy and Valuations for U.S. Card Partnerships from September 2008 to January 2010, Head of U.S. Card Customer Management from February 2010 to June 2013, Executive Vice President and Head of International Card from July 2013 to November 2016, and most recently as President, International and Small Business from November 2016 to February 2019. | | Kleber Santos President, Retail and Direct Banking Age: 45 | Mr. Santos has served as our President, Retail and Direct Banking since March 2017, and is responsible for providing strategic direction and leadership for the Retail and Direct Bank organization. Mr. Santos joined Capital One in January 2006 as Director of Corporate Strategy. From 2008 to 2014, he served as Senior Vice President, leading marketing and analytics for Capital One’s Retail and Direct Bank. From August 2014 to March 2017, Mr. Santos served as Executive Vice President of the Consumer Bank. Prior to joining Capital One, Mr. Santos’ experience includes serving as an engagement manager and U.S. payments expert at McKinsey & Company, where he led a variety of projects for the leading credit card issuers and banks in the U.S. Mr. Santos is second lieutenant of infantry in the Brazilian Army Reserve Forces. | | Michael C. Slocum President, Commercial Banking Age: 62 | Mr. Slocum has served as our President, Commercial Banking since September 2011, and is responsible for leading all aspects of Commercial Banking including Corporate and Commercial Real Estate Banking, Capital Markets, Treasury Services and all related operations. Mr. Slocum joined Capital One in August 2007. From August 2007 to September 2011, Mr. Slocum was Executive Vice President of Capital One’s Banking Business, leading the company’s Commercial Banking business including lending, deposit products and capital markets. Before joining Capital One, Mr. Slocum served in various leadership roles at Wachovia Bank (now Wells Fargo & Company). | | Michael J. Wassmer President, U.S. Card Age: 49 | Mr. Wassmer has served as President, U.S. Card since November 2016, and is responsible for leading the Company’s consumer credit card business in the United States. Mr. Wassmer joined Capital One in July 1994. Since that time, Mr. Wassmer has served in roles of increasing responsibility across the Company, expanding his leadership scope and experience driving strategy and analysis, finance, operations and risk management across all of our consumer and small business, domestic and international card businesses. From 2013 to November 2016, Mr. Wassmer served as Executive Vice President of the Company’s U.S. Branded Card business. | | Sanjiv Yajnik President, Financial Services Age: 62 | Mr. Yajnik has served as our President, Financial Services since June 2009, and is responsible for overseeing Capital One’s Auto Finance business. Mr. Yajnik joined Capital One in July 1998. From July 1998 to June 2009, Mr. Yajnik led several businesses within Capital One, including Capital One Europe, Capital One Canada, and Capital One Small Business Services. Mr. Yajnik became President, Financial Services in June 2009. Prior to joining Capital One, Mr. Yajnik held leadership positions at PepsiCo, Circuit City and Mobil Oil. |

  65. Compensation Committee Consultant

    | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT | 39 |

  66. Compensation Committee Consultant

    | Related Person Transactions |

  67. Compensation Committee Consultant

    Our Board has approved a written Related Person Transaction policy, which sets forth policies and procedures for reviewing, and approving or ratifying, transactions with directors, director nominees, executive officers, stockholders holding 5% or more of Capital One’s voting securities, or any of their immediate family members or affiliated entities (collectively, “Related Persons”). The policy covers transactions, arrangements and relationships where Capital One is a participant, the aggregate amount exceeds $120,000, and a Related Person has a direct or indirect material interest (“Related Person Transactions”). Under the policy, Related Person Transactions must be approved or ratified by the Governance and Nominating Committee, and may only be ratified or approved if the committee determines the Related Person Transaction is not inconsistent with the best interests of the Company and its stockholders. In reviewing Related Person Transactions, the Governance and Nominating Committee considers all relevant facts and circumstances, which may include: the benefits to the Company from the transaction; the nature and extent of the Related Person’s interest in the transaction; the impact, if any, on a director’s independence; any implications under Capital One’s Code of Business Conduct and Ethics (including whether the transaction would create a conflict of interest or the appearance thereof); any concerns with respect to reputational risk; the availability of other sources for comparable products or services; and the terms of the transaction as compared to the terms available to unrelated third parties or to Capital One’s associates, generally. The Governance and Nominating Committee has pre-approved the following types of Related Person Transactions as being not inconsistent with the best interests of Capital One and its stockholders: director and executive compensation otherwise disclosed in the Company’s proxy statement and/or approved by the Compensation Committee or the Board; transactions in amounts that are not material and where the relationship arises only from a Related Person’s position as an employee (other than as an executive officer) or a director of, or having immaterial financial holdings in, another entity; and financial services, including loans, extensions of credit, or other financial services and products provided by Capital One to a Related Person that are in the ordinary course, non-preferential, do not involve features unfavorable to the Company, and comply with all applicable laws, rules, and regulations (including the Sarbanes-Oxley Act of 2002 and Regulation O of the Board of Governors of the Federal Reserve, and the Federal Deposit Insurance Corporation Guidelines). From time to time in the ordinary course of its business, Capital One issues loans and provides other financial services and products to directors, executive officers and/or nominees for director, or to a director’s, executive officer’s or director nominee’s immediate family member, including persons sharing the household of such director, executive officer or director nominee (other than a tenant or employee). Such loans and other financial services and products are made in the ordinary course of business; are on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans and financial services and products with persons not related to the Company; and do not involve more than the normal risk of collectability or present other features unfavorable to the Company. Matthew W. Cooper is Capital One’s General Counsel. Mr. Cooper’s brother-in-law is a partner at the international law firm of McGuireWoods LLP (“McGuireWoods”). Capital One has engaged McGuireWoods from time to time in the ordinary course of business and on an arm’s length basis. The relationship between Capital One and McGuireWoods began before Mr. Cooper was employed by Capital One and also pre-dates Mr. Cooper’s brother-in-law’s association with McGuireWoods. Mr. Cooper’s brother-in-law does not work on any Capital One matters and his ownership in the firm is less than 1%. In 2018, Capital One made aggregate payments to McGuireWoods of approximately $8.5 million for legal services. This relationship was ratified by the Governance and Nominating Committee. Trip Hall is Capital One’s Chief Risk Officer. Mr. Hall’s spouse is a Senior Director in our Human Resources department and has worked for Capital One for over 17 years. Mr. Hall’s spouse received compensation of approximately $265,000 in 2018, including an annual salary and incentive awards commensurate with her qualifications, responsibilities and other employees holding similar positions. This relationship was ratified by the Governance and Nominating Committee.

  68. Compensation Committee Consultant

    | 40 | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT |

  69. Compensation Committee Consultant

    | Environmental, Social and Governance Practices |

  70. Compensation Committee Consultant

    While our approach to corporate social responsibility continues to evolve, each year we remain focused on three core elements: our people, our community, and our environmental footprint. In 2018, the Governance and Nominating Committee of the Board of Directors, which already leads Capital One’s corporate governance policies and practices, assumed oversight responsibility for the Corporation’s policies, programs and strategies related to environmental and social practices, as well as governance (“ESG”) matters. Highlights of our environmental and social programs are summarized below.

  71. Section II - Director Compensation

    Section II - Director Compensation

  72. Section II - Director Compensation

    | Director Compensation Objectives |

  73. Section II - Director Compensation

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

  74. Section II - Director Compensation

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

  75. Section II - Director Compensation

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

  76. Section II - Director Compensation

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

  77. Section II - Director Compensation

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

  78. Section II - Director Compensation

    Management directors do not receive compensation for their service on the Board. In 2018, Mr. Fairbank was Capital One’s only management director.

  79. Section II - Director Compensation

    | Director Compensation Procedures |

  80. Section II - Director Compensation

    The Committee annually reviews the compensation program for Capital One’s non-management directors. Frederic W. Cook & Co., Inc. (“FW Cook”) provides competitive compensation data and director compensation program recommendations to the Committee for review to assist in determining its recommendation. The competitive compensation data includes information regarding the compensation (cash, equity and other benefits) of the non-management directors within Capital One’s peer comparator group. The Committee considers this information and FW Cook’s recommendations, and finalizes a proposed director compensation structure for review and approval by the full Board, typically in the second quarter of each year. See the discussion under “Compensation Committee Consultant” on page 36 for further information on the role and responsibilities of FW Cook and “Market Data” on page 76 for further information on the selection of the Company’s peer comparator group. Based on their review of competitive market data and guidance from FW Cook in the second quarter of 2018, the Committee determined that the Company’s director compensation program meets the objectives listed above.

  81. Section II - Director Compensation

    | Director Compensation Structure |

  82. Section II - Director Compensation

    On May 2, 2018, the Board approved a compensation program for Capital One’s non-management directors for the period from May 3, 2018 through Capital One’s 2019 Annual Stockholder 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. In addition, directors receive annual cash retainers for committee service and for service as committee chairs and Lead Independent Director. Under the most recently approved director compensation program, the retainers, unchanged from the previous year, are as follows:

  83. Section II - Director Compensation

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

  84. Section II - Director Compensation

    | ∎ | Chair of the Risk Committee: $60,000 |

  85. Section II - Director Compensation

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

  86. Section II - Director Compensation

    | ∎ | Chair of the Compensation Committee or Governance and Nominating Committee: $35,000 |

  87. Section II - Director Compensation

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

  88. Section II - Director Compensation

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

  89. Section II - Director Compensation

    | ∎ | Member of the Capital One, National Association Trust Committee: $10,000 |

  90. Section II - Director Compensation

    In addition, each non-management director serving on May 2, 2018 received on such date an award of 1,907 restricted stock units of Capital One common stock (“RSUs”) under the 2004 Stock Incentive Plan with a grant

  91. Section II - Director Compensation

    | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT | 45 |

  92. Section II - Director Compensation

    date fair value of $170,066 valued at $89.18 per share. The RSUs were valued based on the fair market value of a share of Capital One common stock on the date of grant and vest one year from the date of grant with the delivery of the underlying shares deferred until the director’s service with the Board ends.

  93. Section II - Director Compensation

    | Compensation of Directors |

  94. Section II - Director Compensation

    Directors of Capital One received the following compensation in 2018:

  95. Section II - Director Compensation

    | Director Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Option Awards | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation (3) | Total | | Richard D. Fairbank (4) | $— | $— | $— | $— | $— | $— | | Aparna Chennapragada (5) | $90,000 | $212,627 | $— | $— | $— | $302,627 | | Ann Fritz Hackett | $220,000 | $170,066 | $— | $— | $15,000 | $405,066 | | Lewis Hay, III | $120,000 | $170,066 | $— | $— | $10,000 | $300,066 | | Peter Thomas Killalea | $135,000 | $170,066 | $— | $— | $10,000 | $315,066 | | Benjamin P. Jenkins, III | $150,000 | $170,066 | $— | $— | $15,000 | $335,066 | | Eli Leenaars (6) | $— | $— | $— | $— | $— | $— | | Pierre E. Leroy | $120,000 | $170,066 | $— | $— | $15,000 | $305,066 | | François Locoh-Donou (7) | $— | $— | $— | $— | $— | $— | | Peter E. Raskind | $165,000 | $170,066 | $— | $— | $15,000 | $350,066 | | Mayo A. Shattuck III | $150,000 | $170,066 | $— | $— | $15,000 | $335,066 | | Bradford H. Warner | $165,000 | $170,066 | $— | $— | $15,000 | $350,066 | | Catherine G. West | $135,000 | $170,066 | $— | $— | $15,000 | $320,066 |

  96. Section II - Director Compensation

    | Represents cash payments made during 2018, which include half of the payments made under the compensation program for the period from May 3, 2018 through Capital One’s 2019 Annual Stockholder Meeting and half of the payments made under the compensation program for the period from May 4, 2017 through Capital One’s 2018 Annual Stockholder Meeting.(1) |

  97. Section II - Director Compensation

    | Represents the grant date fair value of RSUs granted during 2018, calculated in accordance with FASB ASC Topic 718.(2) |

  98. Section II - Director Compensation

    | Amounts shown represent contributions made by Capital One during 2018, on behalf of certain non-management directors serving on May 3, 2018, to charitable organization(s) of their choice. See “Other Benefits” beginning on page 47 for more information.(3) |

  99. Section II - Director Compensation

    | Management directors do not receive compensation for their service on the Board. In 2018, Mr. Fairbank was Capital One’s only management director.(4) |

  100. Section II - Director Compensation

    | Ms. Chennapragada was appointed to the Board on March 1, 2018 and elected by our stockholders at the 2018 Annual Shareholder meeting. The Board approved a pro-rated compensation package for Ms. Chennapragada from March 1, 2018 until our 2018 Annual Meeting, consisting of a $22,500 cash retainer and a grant of 441 RSUs with a grant date fair value of $42,561, valued at $96.51 per share. The RSUs vest one year from the date of grant and delivery of the underlying shares is deferred until Ms. Chennapragada’s service with the Board ends. Ms. Chennapragada did not serve on any Board committees prior to the 2018 Annual Stockholder Meeting.(5) |

  101. Section II - Director Compensation

    | Mr. Leenaars was appointed to the Board and to serve on the Audit Committee and Risk Committees of the Board, effective January 1, 2019 and did not receive any compensation in 2018. For 2019, Mr. Leenaars will receive compensation for his services on the Board in accordance with the standard compensatory arrangement described above, including an increase of $25,000 to the annual cash retainer in recognition of the additional time and effort that will be required for Mr. Leenaars to travel internationally to attend Board and committee meetings, pro-rated for service until the Annual Stockholder Meeting in May 2019.(6) |

  102. Section II - Director Compensation

    | Mr. Locoh-Donou was appointed to the Board, effective March 1, 2019 and did not receive any compensation in 2018. For 2019, Mr. Locoh-Donou will receive compensation for his service on the Board in accordance with the standard compensatory arrangement described above, pro-rated for service until the Annual Stockholder Meeting in May 2019.(7) |

  103. Section II - Director Compensation

    | 46 | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT |

  104. Section II - Director Compensation

    The following table shows the number of RSUs outstanding and the total number of stock options outstanding for each non-management director as of December 31, 2018:

  105. Section II - Director Compensation

    | Director Name | Number of Outstanding RSUs | Number of Outstanding Stock Options (1) | | Aparna Chennapragada | 2,348 | — | | Ann Fritz Hackett | 44,268 | — | | Lewis Hay, III | 44,268 | 24,300 | | Peter Thomas Killalea | 7,058 | — | | Benjamin P. Jenkins, III | 14,515 | — | | Eli Leenaars (2) | — | — | | Pierre E. Leroy | 43,268 | — | | François Locoh-Donou (3) | — | — | | Peter E. Raskind | 18,099 | 10,425 | | Mayo A. Shattuck III | 44,268 | 22,155 | | Bradford H. Warner | 37,492 | 24,300 | | Catherine G. West | 14,515 | — |

  106. Section II - Director Compensation

    | Prior to 2013, directors were offered the opportunity to elect to forgo their cash retainers for a grant of non-qualified stock options under the 2004 Stock Incentive Plan. The outstanding options expire 10 years from the date of grant. In 2013, the Compensation Committee determined to no longer include stock options as part of the director compensation program. Upon termination from Board service (other than by removal for cause), a director will have the remainder of the full option term to exercise any vested stock options.(1) |

  107. Section II - Director Compensation

    | On January 1, 2019, Mr. Leenaars received a pro-rated RSU grant of 937 RSUs in connection with his appointment to the Board effective January 1, 2019. Mr. Leenaars did not have any RSUs outstanding as of December 31, 2018.(2) |

  108. Section II - Director Compensation

    | On March 1, 2019, Mr. Locoh-Donou received a pro-rated RSU grant of 505 RSUs in connection with his appointment to the Board effective March 1, 2019. Mr. Locoh-Donou did not have any RSUs outstanding as of December 31, 2018.(3) |

  109. Section II - Director Compensation

    | Other Benefits |

  110. Section II - Director Compensation

    Under the Capital One Financial Corporation Non-Employee Directors Deferred Compensation Plan, non-management directors may voluntarily defer all or a portion of their cash compensation and receive deferred income benefits. Participants in the plan can direct their individual deferrals among seventeen investments available through the plan. Participating directors receive their deferred income benefits in cash when they cease serving as directors, upon certain other distribution events specified in the plan, or at such earlier time as authorized by the Compensation Committee. Upon a change of control, Capital One will pay to each director within 30 days of the change of control a lump sum cash payment equal to such director’s account balance as of the date of the change of control. Capital One offers non-management directors the opportunity to direct a contribution of up to $10,000 annually from Capital One to charitable organization(s) of their choice. Nine of the ten non-management directors serving on May 3, 2018 elected to make such a charitable contribution in 2018. In addition, all directors serving on May 3, 2018 were eligible, and seven directors elected, to participate in a Capital One broad-based charitable contribution program, which is available to Capital One associates, under which Capital One made a contribution of $5,000 to a charitable organization of their choice. Directors also receive reimbursements for certain board-related expenses including external educational seminars and travel-related costs incurred to attend Board meetings. Such reimbursements are not included as compensation for the directors in the table above.

  111. Section II - Director Compensation

    | Stock Ownership Requirements |

  112. Section II - Director Compensation

    Capital One requires non-management directors to retain all shares underlying RSUs granted to them by Capital One until their service with the Board ends. The Board may grant an exception for any case where this requirement would impose a financial hardship on a director. In 2018, no directors were granted an exception to this requirement for any outstanding awards of RSUs.

  113. Section II - Director Compensation

    | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT | 47 |

  114. Key Topics Covered in our Compensation Discussion and Analysis

    Key Topics Covered in our Compensation Discussion and Analysis

  115. Key Topics Covered in our Compensation Discussion and Analysis

    | Executive Summary | 49 | | Our Compensation Principles and Objectives | 55 | | Chief Executive Officer Compensation | 56 | | 2018 CEO Compensation Program | 56 | | 2018 CEO Compensation Components | 57 | | CEO Compensation by Performance Year | 64 | | Additional Pay Elements | 65 | | 2019 CEO Compensation Program | 65 | | NEO Compensation | 66 | | 2018 NEO Compensation Program | 66 | | 2018 NEO Compensation Components | 68 | | NEO Compensation by Performance Year | 70 | | Additional Pay Elements | 71 | | 2019 NEO Compensation Program | 71 | | Additional Performance Conditions and Recovery Provisions | 71 | | Performance-Based Vesting Provisions | 72 | | Performance Share Reduction | 73 | | Misconduct Clawback Provisions | 73 | | Financial Restatement Clawbacks | 74 | | Process and Criteria for Compensation Decisions | 74 | | Our Compensation Governance Cycle | 75 | | Use of Outside Consultants for CEO Compensation | 75 | | Use of Outside Consultants for NEO Compensation | 75 | | Market Data | 76 | | Tally Sheets | 76 | | Other Compensation Arrangements | 77 | | Pension and Non-Qualified Deferred Compensation Plans | 77 | | Employment Agreements | 77 | | Change of Control Agreements | 77 | | Post-Employment Compensation Practices | 78 | | Other Aspects of Executive Compensation | 78 | | Stock Ownership and Retention Requirements | 78 | | Prohibition of Hedging, Speculative Trading Activities and Pledging | 79 | | Equity Grant Practices | 79 | | Tax Considerations | 79 |

  116. Key Topics Covered in our Compensation Discussion and Analysis

    | 48 | CAPITAL ONE FINANCIAL CORPORATION | 2019 PROXY STATEMENT |

  117. Key Topics Covered in our Compensation Discussion and Analysis

    | Executive Summary |

  118. Key Topics Covered in our Compensation Discussion and Analysis

    Capital One’s executive compensation program is designed to attract, retain, motivate and reward leaders who can foster strong business results and promote the long-term success of the Company. The Compensation Committee of the Board of Directors (the “Committee”) is responsible for, among other matters, developing, approving, monitoring and managing the compensation of all of our executive officers, including the named executive officers defined below. Final decisions regarding the compensation of our executive officers, including our Chief Executive Officer (“CEO”), are made by the Committee and the other independent members of our Board of Directors (the “Independent Directors”). This Compensation Discussion and Analysis will review the compensation of the following executive officers named in the Summary Compensation Table for 2018:

  119. Key Topics Covered in our Compensation Discussion and Analysis

    | Named Executive Officer | Position | | Richard D. Fairbank | Chairman, Chief Executive Officer and President | | R. Scott Blackley | Chief Financial Officer | | Frank G. LaPrade, III | Chief Enterprise Services Officer and Chief of Staff to the CEO | | John G. Finneran, Jr. (1) | Senior Advisor to the CEO and Corporate Secretary | | Sanjiv Yajnik | President, Financial Services |

  120. Key Topics Covered in our Compensation Discussion and Analysis

    | Mr. Finneran served as General Counsel and Corporate Secretary until his appointment as Chief Risk Officer and Corporate Secretary from February 1, 2018 to August 1, 2018. Mr. Finneran began serving as Senior Advisor to the CEO on August 1, 2018, and continues to serve as Corporate Secretary.(1) |

  121. Key Topics Covered in our Compensation Discussion and Analysis

    Except as otherwise indicated, as used throughout this proxy statement, “named executive officers” or “NEOs” means the CEO and the four executive officers listed above, collectively.

  122. 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 generally are not a result of current year compensation determinations and are not shown above. |

  123. NEO Compensation by Performance Year

    | | | Base Salary | | Year-End Incentive | | Long-Term Incentives | | | | | Name | Performance Year | Cash Salary | RSU Salary | Cash Incentive (1) | Cash- Settled RSUs (1) | Stock- Settled RSUs | Performance Shares | Option Awards (1) | Total | | R. Scott Blackley | 2018 | $1,000,000 | $— | $1,500,000 | $— | $1,250,031 | $1,500,022 | $— | $5,250,053 | | | 2017 | $900,000 | $686,784 | $— | $637,850 | $1,169,408 | $1,169,408 | $— | $4,563,450 | | | 2016 | $630,000 | $410,039 | $— | $574,075 | $1,462,513 | $487,562 | $— | $3,564,189 | | Frank G. LaPrade, III | 2018 | $1,043,000 | $— | $1,564,800 | $— | $1,302,737 | $1,563,285 | $— | $5,473,822 | | | 2017 | $1,013,000 | $760,051 | $— | $760,058 | $1,264,075 | $1,264,075 | $— | $5,061,259 | | | 2016 | $983,000 | $737,037 | $— | $737,085 | $1,350,876 | $810,560 | $600,370 | $5,218,928 | | John G. Finneran, Jr. | 2018 | $1,082,000 | $— | $1,623,600 | $— | $1,352,300 | $1,622,760 | $— | $5,680,660 | | | 2017 | $1,051,000 | $788,025 | $— | $788,018 | $1,312,560 | $1,312,560 | $— | $5,252,163 | | | 2016 | $1,020,000 | $765,015 | $— | $765,059 | $1,274,551 | $764,713 | $509,804 | $5,099,142 | | Sanjiv Yajnik | 2018 | $1,025,000 | $— | $1,537,200 | $— | $1,407,504 | $1,689,005 | $— | $5,658,709 | | | 2017 | $995,000 | $746,064 | $— | $746,025 | $1,366,282 | $1,366,282 | $— | $5,219,653 | | | 2016 | $966,000 | $724,037 | $— | $724,047 | $1,206,083 | $723,616 | $482,401 | $4,826,184 |

  124. 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 generally are not a result of current year compensation determinations and are not shown above. |

  125. 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. Each of our named executive officers participated in Capital One’s Voluntary Non-Qualified Deferred Compensation Plan (“VNQDCP”) in 2018, which is 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. The CEO participates in the VNQDCP on a non-voluntary basis, as the deferred cash portion of his year-end incentive is mandatorily deferred in the VNQDCP for three years. 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. Details of the VNQDCP can be found under “Capital One’s Voluntary Non-Qualified Deferred Compensation Programs” beginning on page 89.

  126. Section IV - Named Executive Officer Compensation

    | 2018 Summary Compensation Table |

  127. Section IV - Named Executive Officer Compensation

    | Name and Principal Position | Year | Salary (1) | Bonus (2) | Stock Awards (3) | Option Awards (4) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings (5) | All Other Compensation (*) | Total | | Richard D. Fairbank Chairman, CEO and President (6) | 2018 | $— | $4,200,000 | $12,985,071 | $— | $4,894 | $143,831 | $17,333,796 | | | 2017 | $— | $3,727,500 | $10,535,121 | $1,750,018 | $4,161 | $158,970 | $16,175,770 | | | 2016 | $— | $2,677,500 | $12,285,042 | $1,750,003 | $3,407 | $205,185 | $16,921,137 | | R. Scott Blackley Chief Financial Officer (7)(8) | 2018 | $988,462 | $1,500,000 | $2,976,666 | $— | $— | $217,250 | $5,682,378 | | | 2017 | $826,538 | $— | $3,210,934 | $— | $— | $225,176 | $4,262,648 | | | 2016 | $617,769 | $— | $2,597,024 | $— | $— | $132,046 | $3,346,839 | | Frank G. LaPrade, III Chief Enterprise Services Officer (7) | 2018 | $1,039,538 | $1,564,800 | $3,288,208 | $— | $— | $193,578 | $6,086,124 | | | 2017 | $1,009,538 | $— | $3,658,572 | $600,370 | $— | $198,420 | $5,466,900 | | | 2016 | $974,577 | $— | $3,329,446 | $530,369 | $— | $193,202 | $5,027,594 | | John G. Finneran, Jr. Senior Advisor to the CEO and Corporate Secretary (7)(9) | 2018 | $1,078,423 | $1,623,600 | $3,413,138 | $— | $995 | $202,979 | $6,319,135 | | | 2017 | $1,047,423 | $— | $3,592,348 | $509,804 | $978 | $218,997 | $5,369,550 | | | 2016 | $1,016,538 | $— | $3,487,369 | $494,803 | $778 | $219,255 | $5,218,743 | | Sanjiv Yajnik President, Financial Services (7) | 2018 | $1,021,539 | $1,537,200 | $3,478,589 | $— | $— | $209,536 | $6,246,864 | | | 2017 | $991,654 | $— | $3,399,810 | $482,401 | $— | $259,729 | $5,133,594 | | | 2016 | $962,654 | $— | $3,300,705 | $468,416 | $— | $203,132 | $4,934,907 |

  128. Section IV - Named Executive Officer Compensation

    | 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.(5) |

  129. Section IV - Named Executive Officer Compensation

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

  130. Section IV - Named Executive Officer Compensation

    | 2018 Grants of Plan-Based Awards |

  131. 2018 Grants to NEOs (other than the CEO)

    | 2018 Grants of Plan-Based Awards Table |

  132. 2018 Grants to NEOs (other than the CEO)

    | 2018 Option Exercises and Stock Vested Table |

  133. 2018 Grants to NEOs (other than the CEO)

    | 2018 Outstanding Equity Awards at Fiscal Year-End Table |

  134. 2018 Grants to NEOs (other than the CEO)

    | Pension Benefits |

  135. Capital One Pension Benefit Programs

    | 2018 Pension Benefits Table |

  136. Capital One Pension Benefit Programs

    | Capital One’s Voluntary Non-Qualified Deferred Compensation Programs |

  137. Capital One Pension Benefit Programs

    | 2018 Non-Qualified Deferred Compensation Table |

  138. Capital One Pension Benefit Programs

    | Potential Payments Upon Termination or Change of Control |

  139. Voluntary Termination with Good Reason or Involuntary Termination Without Cause in Connection with a Change of Control

    | 2018 Potential Payments and Benefits Upon Termination or Change of Control Table |

  140. Voluntary Termination with Good Reason or Involuntary Termination Without Cause in Connection with a Change of Control

    | 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 associates upon separation from the Company.(4) |

  141. Voluntary Termination with Good Reason or Involuntary Termination Without Cause in Connection with a Change of Control

    | 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) |

  142. Section VIII - Audit Committee Report

    | Mr. Leenaars was appointed to the Audit Committee effective January 1, 2019.* |

  143. Section IX - Election of Directors

    Section IX - Election of Directors