DEF 14A of Capital One Financial Corp, Mar 20, 2024

DEF 14A of Capital One Financial Corp

Filed Mar 20, 2024 · FY20230001193125-24-072711

Open on EDGAR

  1. Voting Item 1: Election of Directors

    Voting Item 1: Election of Directors

  2. Voting Item 1: Election of Directors

    | Item 1 | You are being asked to elect the following twelve candidates for director: Richard D. Fairbank, Ime Archibong, Christine Detrick, Ann Fritz Hackett, Suni P. Harford, Peter Thomas Killalea, Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars, François Locoh-Donou, Peter E. Raskind, Eileen Serra, Mayo A. Shattuck III, and Craig Anthony Williams. Each nominee to our Board of Directors (“Board”) is standing for election to hold office until our next annual stockholder meeting or until their successor is duly elected and qualified. For additional information regarding our director nominees, see “Our Director Nominees” beginning on page 13 and “Skills and Experience of Our Director Nominees” beginning on page 21 of this proxy statement. For a description of our corporate governance practices, see “Corporate Governance at Capital One” beginning on page 23 of this proxy statement. ✓ Our Board unanimously recommends that you vote “FOR” each of these director nominees. |

  3. Section I - Election of Directors (Item 1 on Proxy Card)

    Section I - Election of Directors (Item 1 on Proxy Card) All of Capital One’s directors are elected at each annual stockholder meeting and hold such office until the next annual stockholder meeting, and until their successors are duly elected and qualified. Our Board is presenting the following twelve nominees for election as directors at the 2024 Annual Stockholder Meeting. Each nominee is a current Board member who was elected by stockholders at the 2023 Annual Stockholder Meeting, with the exception of Ms. Suni P. Harford, who was appointed to the Board in accordance with our Bylaws on February 28, 2024, with an effective date of April 1, 2024. Each nominee has consented to serve a one-year term. Information about the proposed nominees for election as directors is set forth under “Our Director Nominees” beginning on page 13. In the event a nominee becomes unable to serve, or for good cause, will not serve as a director, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, proxies will be voted for the election of such substitute. As of the date of this proxy statement, the Board has no reason to believe that any of the nominees will be unable or unwilling to serve as a director. The nominees for election as directors at the 2024 Annual Stockholder Meeting are:

  4. Section I - Election of Directors (Item 1 on Proxy Card)

    | Name(1) | Age | Occupation | Director Since | Independent | Other Public Boards(2) | | Richard D. Fairbank | 73 | Chairman and Chief Executive Officer, Capital One Financial Corporation | 1994 | No | 0 | | Ime Archibong | 42 | Vice President, Product Management and Head of Product at Messenger, Meta | 2021 | Yes | 0 | | Christine Detrick | 65 | Former Director, Head of the Americas Financial Services Practice; Former Senior Advisor, Bain & Company | 2021 | Yes | 2 | | Ann Fritz Hackett | 70 | Former Strategy Consulting Partner | 2004 | Yes | 2 | | Suni P. Harford | 61 | Former President, UBS Asset Management | 2024 | Yes | 0 | | Peter Thomas Killalea | 56 | Former Vice President of Technology, Amazon.com | 2016 | Yes | 3 | | Eli Leenaars | 63 | Former Group Chief Operating Officer, Quintet Private Bank | 2019 | Yes | 0 | | François Locoh-Donou | 52 | President, Chief Executive Officer, and Director, F5 Networks, Inc. | 2019 | Yes | 1 | | Peter E. Raskind | 67 | Former Chairman, President and Chief Executive Officer, National City Corporation | 2012 | Yes | 0 | | Eileen Serra | 69 | Former Senior Advisor, JP Morgan Chase & Co.; Former Chief Executive Officer, Chase Card Services | 2020 | Yes | 1 | | Mayo A. Shattuck III | 69 | Former Chairman, Exelon Corporation; Former Chairman, President and Chief Executive Officer, Constellation Energy Group | 2003 | Yes | 2 | | Craig Anthony Williams | 54 | President, Geographies and Marketplace at NIKE, Inc. | 2021 | Yes | 0 |

  5. Section I - Election of Directors (Item 1 on Proxy Card)

    | (1) Each of the nominees for election as directors to our Board with the exception of Ms. Harford, who was appointed to the Capital One Board on February 28, 2024, with an effective date of April 1, 2024, also serve on the Board of Directors of Capital One, National Association, our principal operating subsidiary. Mr. Fairbank serves as Chair of the Board of Directors of Capital One, National Association. Ms. Harford is expected to be appointed to the Board of Directors of Capital One, National Association following the 2024 Annual Stockholder Meeting. |

  6. Section I - Election of Directors (Item 1 on Proxy Card)

    | (2) Capital One’s Corporate Governance Guidelines limit the allowable board seats for our non-executive officer directors to four public company boards, including the Capital One Board, and for executive officer directors, to two public company boards, including the Capital One Board. |

  7. Section I - Election of Directors (Item 1 on Proxy Card)

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

  8. Section I - Election of Directors (Item 1 on Proxy Card)

    | 12 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  9. Section I - Election of Directors (Item 1 on Proxy Card)

    We would like to extend our appreciation to director Bradford H. Warner, who is not being re-nominated and will retire from our Board effective May 2, 2024, in accordance with our Corporate Governance Guidelines. Mr. Warner has been a director of Capital One since 2008. During his tenure, he provided our Board and management with tremendous value during his service on the Board, leveraging his extensive knowledge and keen insights from over 29 years of experience in the consumer, commercial, investment and international banking, and corporate banking functions, as well as in enterprise risk management and technology. We are deeply grateful to Mr. Warner for his many contributions to Capital One and wish him well in his future endeavors.

  10. Our Director Nominees

    Our Director Nominees

  11. Biographies of Director Nominees

    Biographies of Director Nominees

  12. Biographies of Director Nominees

    | Director Since: 1994 Age: 73 Capital One Committees: ∎ None | Richard D. Fairbank Chairman and Chief Executive Officer, Capital One Financial Corporation Mr. Fairbank is the founder, CEO and Chairman of Capital One and one of just a few founder-CEOs among America’s largest public companies. In 1987, Mr. Fairbank founded Capital One on the belief that data and technology could change how banking works. He has been the CEO since the Company’s initial public offering in November 1994, and has served as the Chairman since February 1995. Mr. Fairbank’s vision and leadership have positioned Capital One as a leader in technology, data, and cloud capabilities and the Company has been recognized as one of the most innovative financial services providers in the world. Today, Capital One serves over 100 million customers and has reimagined the banking experience, built an iconic and respected brand, and been consistently recognized as one of the best companies to work for. Prior to Capital One, Mr. Fairbank earned his BA and MBA from Stanford University. He became a strategy consultant, advising leading companies on long-term business strategy and growth opportunities. Mr. Fairbank has over three decades of experience in banking and financial services. As the founder and CEO of Capital One, he is deeply knowledgeable about all aspects of the Company’s businesses, strategies, capabilities and culture. His qualifications as a Director also include his broad range of skills in the areas of strategy, technology, risk management, customer experience, talent, and public company leadership and governance. Additional Public Directorships: ∎ None |

  13. Biographies of Director Nominees

    | Director Since: 2021 Age: 42 Capital One Committees: ∎ Compensation Committee | Ime Archibong Vice President, Product Management and Head of Product at Messenger, Meta Mr. Archibong is a seasoned product and business development technology executive. He has served as Vice President, Product Management and Head of Product at Messenger at Meta Platforms, Inc. (formerly known as Facebook, Inc.) since March 2023. From August 2019 until March 2023, Mr. Archibong served as Meta’s Head of New Product Experimentation, where he led a multi-disciplinary group focused on product research and development. Prior to that role, Mr. Archibong served as Meta’s Vice President, Product Partnerships from November 2010 to June 2020. Prior to joining Meta, from February 2004 to October 2010, Mr. Archibong held roles of increasing responsibility at International Business Machines (IBM), including serving on the Advanced Technology Professional Business Development team focused on the future of storage, the Corporate Strategy team laying the foundation for IBM’s Smarter Cities initiative, and as a software engineer in the Systems and Technology Group. Additional Public Directorships: ∎ None |

  14. Biographies of Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 13 |

  15. Biographies of Director Nominees

    | Director Since: 2021 Age: 65 Capital One Committees: ∎ Audit Committee ∎ Risk Committee | Christine Detrick Former Director, Head of the Americas Financial Services Practice; Former Senior Advisor, Bain & Company Ms. Detrick is a financial services industry veteran with more than 35 years of senior operating and executive leadership experience. She has deep expertise in the banking and insurance industries across a wide array of sectors, including asset management, credit cards, property and casualty, and life insurance, payments, and other consumer finance segments. From 2002 until 2012, Christine Detrick was a Senior Partner, Leader of the Financial Services Practice, and a Senior Advisor at Bain & Company, a management consulting firm. Before joining Bain, she served for ten years at A.T. Kearney, Inc., a management consulting firm, including as Leader of the Global Financial Institutions group and a member of the firm’s Board of Management and Board of Directors. At Bain and A.T. Kearney, Ms. Detrick served banks on issues of strategy, operational transformation, risk management, and technology. Prior to those roles, she was a founding member of a venture capital firm specializing in savings and loan institution turnarounds and served as the Chief Executive Officer of St. Louis Bank for Savings. She was also a consultant at McKinsey and Company earlier in her career. Ms. Detrick also serves on the board of Hartford Mutual Funds, a mutual fund company, as chairman of the board. She also serves as chairman of the board of Altus Power, a public clean energy company, and as a member of the board of CRA International, Inc., a public management consulting company. She previously served on the board of directors of Forest City Realty Trust, a public real estate investment trust, as chair of the Compensation Committee, and Reinsurance Group of America, a public reinsurance company, as chair of the Nominating and Governance Committee. Additional Public Directorships: ∎ Altus Power America, Inc. ∎ CRA International, Inc. |

  16. Biographies of Director Nominees

    | Lead Independent Director Director Since: 2004 Age: 70 Capital One Committees: ∎ Compensation Committee ∎ Governance and Nominating Committee (Chair) ∎ Risk Committee | Ann Fritz Hackett Former Strategy Consulting Partner Ms. Hackett has extensive experience in leading companies that provide strategy and human capital consulting services to boards of directors and senior management teams. She has experience developing corporate and business strategy, leading change initiatives, risk management, talent management and succession planning, and creating performance-based compensation programs, as well as significant international and technology experience. Ms. Hackett also has extensive board experience. Ms. Hackett is a former Strategy Consulting Partner. From 2015 through January 2020 she was a Partner and Co-founder of Personal Pathways, LLC, a technology company providing a web-based enterprise collaboration insights platform to advance high performance professional relationships required in today’s distributed workplace. Prior to her role at Personal Pathways, she was President of Horizon Consulting Group, LLC, a firm founded by Ms. Hackett in 1996, providing global consumer product and service companies with innovative strategy and human capital initiatives. Prior to launching Horizon Consulting, Ms. Hackett spent 11 years at a leading national strategy consulting firm where she served as Vice President and Partner in the strategy practice, served on the Management Committee, and led Human Resources. 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. (predecessor to Beam Suntory, Inc.) from December 2007 until April 2014. Additional Public Directorships: ∎ Fortune Brands Innovations, Inc. ∎ MasterBrand, Inc. |

  17. Biographies of Director Nominees

    | 14 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  18. Biographies of Director Nominees

    | Director Since: 2024 Age: 61 Capital One Committees: ∎ Audit Committee ∎ Risk Committee | Suni P. Harford Former President, UBS Asset Management Ms. Harford is a seasoned financial services industry executive with over 30 years of risk management, compliance and banking experience. Ms. Harford served as the President of UBS Asset Management as well as Chair of UBS Asset Management’s Executive Committee and Risk Committee from October 2019 until her retirement in February 2024. From April 2021 until February 2024, Ms. Harford also served as the UBS Group Executive Board Lead for the firm’s sustainability and impact efforts. As head of UBS Group’s Sustainability and Impact organization, Ms. Harford had oversight of the Chief Sustainability Office, responsible for sustainability strategy, external engagement and corporate responsibility across UBS. Ms. Harford joined UBS as the Head of Investments in July 2017, where she was responsible for the investment teams for traditional asset classes and UBS O’Connor, a multi-strategy hedge fund, until September 2019. Prior to joining UBS, Ms. Harford worked at Citigroup, Inc., an investment bank and financial services corporation, for almost 25 years, most recently as the Regional Head of Markets for North America. Ms. Harford was also a member of Citibank’s Pension Plan Investment Committee and a director on the board of Citibank Canada. Ms. Harford served as a co-chair of the World Economic Forum Global Future Council on Investing and has held seats on the board of several industry associations, including the Depository Trust and Clearing Corporation and the Securities Industry Financial Management Association. She is currently the chair of the Bob Woodruff Foundation’s board of directors and is a founding sponsor of Veterans on Wall Street, a coalition of financial services firms established to support U.S.-based transitioning veterans and received the Outstanding Civilian Service Award from the U.S. Army for those efforts. Additional Public Directorships: ∎ None |

  19. Biographies of Director Nominees

    | Director Since: 2016 Age: 56 Capital One Committees: ∎ Compensation Committee ∎ Risk Committee | Peter Thomas Killalea Former Vice President of Technology, Amazon.com Mr. Killalea, a seasoned technology executive and advisor, has deep expertise in product development, digital innovation, customer experience, and security. From November 2014 to December 2021, Mr. Killalea served as the owner and President of Aoinle, LLC, a consulting firm. From May 1998 to November 2014, Mr. Killalea served in various senior executive leadership roles at Amazon, most recently as Vice President of Technology for the Kindle Content Ecosystem. He led Amazon’s Infrastructure and Distributed Systems team, which later became a key part of the Amazon Web Services Platform. Prior to that, he served as Amazon’s Chief Information Security Officer and Vice President of Security. Mr. Killalea also currently serves on the editorial board of ACM Queue (Association for Computing Machinery). He previously served on the board of Xoom Corporation (acquired by PayPal Inc.) from March 2015 to November 2015 and Carbon Black, Inc. (acquired by VMware) from April 2017 to October 2019. Additional Public Directorships: ∎ Akamai Technologies, Inc. ∎ MongoDB, Inc. ∎ Satellogic, Inc. |

  20. Biographies of Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 15 |

  21. Biographies of Director Nominees

    | Director Since: 2019 Age: 63 Capital One Committees: ∎ Audit Committee ∎ Compensation Committee ∎ Risk Committee | Eli Leenaars Former Group Chief Operating Officer, Quintet Private Bank Mr. Leenaars has over 30 years of experience in the financial services sector, including institutional and investment banking, asset management, corporate and retail banking, and in cultivating sophisticated client relationships. A respected expert on the future of digital banking, as well as global industry trends in finance, investment, banking, and leadership, Mr. Leenaars has experience managing businesses through a wide range of matters including mergers and acquisitions, complex corporate restructuring, strategic initiatives, and challenging financial environments. From June 2021 through December 2023, Mr. Leenaars served as Group Chief Operating Officer of Quintet Private Bank and was a member of its Authorized Management Committee. Prior to joining Quintet, Mr. Leenaars served as Vice Chairman of the Global Wealth Management Division at UBS Group AG, a Swiss multinational investment bank and financial services company, from April 2015 to May 2021. In this role, he engaged on senior relationship management with a focus on UBS’ largest non-U.S. clientele. Prior to joining UBS, Mr. Leenaars had 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 a 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. Since January 2024, Mr. Leenaars has also served on the board of Kotak Mahindra Bank Limited, an Indian banking and financial services company. Mr. Leenaars is a member of the Executive Committee of the Trilateral Commission (Paris, Tokyo, and Washington, DC). Additional Public Directorships: ∎ None |

  22. Biographies of Director Nominees

    | Director Since: 2019 Age: 52 Capital One Committees: ∎ Compensation Committee (Chair) ∎ Governance and Nominating Committee | 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 became 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: ∎ F5 Networks, Inc. |

  23. Biographies of Director Nominees

    | 16 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  24. Biographies of Director Nominees

    | Director Since: 2012 Age: 67 Capital One Committees: ∎ Governance and Nominating Committee ∎ Risk Committee (Chair) | Peter E. Raskind Former Chairman, President, and Chief Executive Officer, National City Corporation Mr. Raskind has more than 40 years of banking experience, including in corporate banking, retail banking, wealth management/trust, mortgage, operations, technology, strategy, product management, asset/liability management, risk management and acquisition integration. Through his extensive banking career, he has served in a number of senior executive leadership roles and held positions of successively greater responsibility in a broad range of consumer and commercial banking disciplines, including cash management services, corporate finance, international banking, wealth management and corporate trust, retail and small business banking, operations and strategic planning. Most recently, Mr. Raskind was a consultant to banks and equity bank investors as the owner of JMB Consulting, LLC, which he established in February 2009 and managed through 2017. Prior to founding JMB Consulting, Mr. Raskind served as Chairman, President and Chief Executive Officer of National City Corporation, one of the largest banks in the United States, until its merger with PNC Financial Services Group in December 2008. Mr. Raskind has served as a director of United Community Banks, Inc. and Visa USA and Visa International. He also served on the board of directors of the Consumer Bankers Association, was a member of the Financial Services Roundtable, and on the executive committee of the National Automated Clearing House Association. In addition, Mr. Raskind served as Interim Chief Executive Officer of the Cleveland Metropolitan School District in 2011, and in 2010, he served as Interim Chief Executive Officer of the Cleveland-Cuyahoga County Port Authority. Additional Public Directorships: ∎ None |

  25. Biographies of Director Nominees

    | Director Since: 2020 Age: 69 Capital One Committees: ∎ Audit Committee (Chair) ∎ Risk Committee | Eileen Serra Former Senior Advisor, JP Morgan Chase & Co.; Former Chief Executive Officer, Chase Card Services Ms. Serra served in various leadership roles over the course of her more than 20 years in the financial services industry, which included responsibility for operations, product development, customer engagement, digital transformation, strategic and growth initiatives, and talent management. Prior to her financial services experience, Ms. Serra was a partner in a strategy consulting firm. A seasoned credit card industry executive, Ms. Serra served in a variety of executive positions at JPMorgan Chase & Co., including as Chief Executive Officer of Chase Card Services from 2012 to 2016 and most recently as Senior Advisor focusing on strategic growth initiatives from 2016 until her retirement in February 2018. While at JPMorgan Chase, Ms. Serra established and developed successful consumer credit card products and brands, loyalty programs, partner relationships, and digital mobile payment solutions. Prior to joining JPMorgan Chase in 2006, Ms. Serra was a Managing Director and Head of Private Client Banking Solutions at Merrill Lynch. She also served as Senior Vice President at American Express where, among other responsibilities, she led the Small Business Credit Card and Lending businesses. Prior to American Express, she was a partner at McKinsey & Company. Ms. Serra currently serves as a director and member of the compensation committee of Gartner, Inc. and previously served as a director and member of the audit committee of Boxed, Inc. Additional Public Directorships: ∎ Gartner, Inc. |

  26. Biographies of Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 17 |

  27. Biographies of Director Nominees

    | Director Since: 2003 Age: 69 Capital One Committees: ∎ Compensation Committee ∎ Governance and Nominating Committee | Mayo A. Shattuck III Former 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. He has led two large, publicly held companies and has served on other public company boards. From 2013 to April 2022, Mr. Shattuck served as Chairman of the Board of Chicago-based Exelon Corporation, a Fortune 100 company that owns six utilities and is the nation’s largest competitive energy provider and commercial nuclear plant operator. Previously, Mr. Shattuck was Chairman, President and Chief Executive Officer of Constellation Energy Group, a position he held from 2001 to 2012. Mr. Shattuck is also Chairman of the Board of Johns Hopkins Medicine and Johns Hopkins Health System. Mr. Shattuck has extensive experience in the financial services industry. He was previously at Deutsche Bank, where he served as Global Head of Investment Banking, Global Head of Private Banking and Chairman of Deutsche Bank Alex. Brown. From 1997 to 1999, Mr. Shattuck served as Vice Chairman of Bankers Trust Corporation, which merged with Deutsche Bank in 1999. In addition, from 1991 to 1997, Mr. Shattuck was President, Chief Operating Officer and a director of Alex. Brown & Sons, an 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: ∎ Gap, Inc. ∎ Hut 8 Corp. |

  28. Biographies of Director Nominees

    | Director Since: 2021 Age: 54 Capital One Committees: ∎ Audit Committee ∎ Compensation Committee | Craig Anthony Williams President, Geographies and Marketplace, NIKE, Inc. Mr. Williams, a seasoned business executive, has extensive experience in general management, marketing, product development, cross-functional team leadership and driving global strategy and operations. He has served as President, Geographies and Marketplace at NIKE, Inc. since May 2023, where he leads NIKE’s four geographies and marketplace across its direct and wholesale business in addition to leading NIKE’s supply chain and logistics. From January 2019 until May 2023, he served as President of Jordan Brand at NIKE, Inc., where he led a cross-functional team focused on the brand’s vision, strategy and global revenue growth. Prior to joining NIKE, Inc., Mr. Williams was the Senior Vice President, The Coca-Cola Co. and President of The Global McDonald’s Division (TMD) from January 2016 to January 2019, where he was responsible for brand and category growth. During his time at The Coca-Cola Co., Mr. Williams held a variety of executive roles within TMD Worldwide, including Senior Vice President and Chief Operating Officer, Vice President U.S., Assistant Vice President of U.S. Marketing and Group Director of U.S. Marketing. Prior to joining The Coca-Cola Co. in June 2005, Mr. Williams was a Global Marketing Director at CIBA Vision Corporation, a contact lenses and lens care product manufacturer, a brand management executive at Kraft Foods Inc., and served as a Naval Nuclear Power Officer in the U.S. Navy. Additional Public Directorships: ∎ None |

  29. Biographies of Director Nominees

    | 18 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  30. Director Nominee Highlights

    Director Nominee Highlights INDEPENDENCE BOARD REFRESHMENT BOARD TENURE Committee Chairs and members and the Lead Director are 100% independent DIVERSITY 58% overall diversity, including: 4 Women and 3 Racially/Ethnically Diverse BOARD refreshment 7 new directors since 2019 DIRECTOR AGE The average age of our Director nominees: 62 years old BOARD TENURE Average Tenure: 9.3 years 0-5 Years 6-11 Years 12+ Years 7 1 4

  31. 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 standing for re-election, nominees to fill vacancies on the Board, and nominees recommended by stockholders, the Governance and Nominating Committee focuses on the development of a Board composed of directors that meet the criteria set forth below.

  32. What We Look for in Individual Director Nominees

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

  33. What We Look for in Individual Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 19 |

  34. What We Look for in Individual Director Nominees

    The Governance and Nominating Committee balances these considerations when assessing the composition of the Board, and has determined that all of our director nominees possess the personal characteristics, level of commitment to the Company, diversity, 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.

  35. Other Considerations

    Other Considerations For new candidates, the Governance and Nominating Committee also considers the results of the candidate’s interviews with directors and/or members of senior management and any background checks the Governance and Nominating Committee deems appropriate. In 2023, Capital One continued its engagement with Spencer Stuart, a third-party director search firm, to identify and evaluate potential director candidates based on the criteria and principles described above. When evaluating incumbent directors, the Governance and Nominating Committee also considers the director’s performance throughout the year, including the director’s attendance, preparation for, and participation in Board and committee meetings, the director’s annual evaluation, including feedback received from fellow Board members, and the director’s willingness to serve for an additional term, as further described in the section “Annual Assessment of Individual Director Nominees” on page 31.

  36. Other Considerations

    | 20 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  37. Skills and Experience of Our Director Nominees

    Skills and Experience of Our Director Nominees The Governance and Nominating Committee and the Board regularly review the Board’s membership in light of Capital One’s business model and strategic goals and objectives, the regulatory environment, and financial market conditions. In its review, the Governance and Nominating Committee considers whether the Board continues to possess the appropriate mix of skills and experience to oversee the Company in achieving these goals, and may seek additional directors as a result of this review. Our director nominees have the requisite experiences that, in the aggregate, meet an articulated set of director skills established by the Governance and Nominating Committee. These skills collectively allow our director nominees to effectively oversee the Company and create an engaged, effective, and strategically oriented board. For more information on our Board’s skills, experience, diversity, tenure, and independence, please see the Board skills and diversity matrix below. Director Nominees: Fairbank Archibong Detrick Hackett Killalea Harford Leenaars Locoh-Donou Raskind Serra Shattuck Williams Skills and Experience Total Number of Directors Strategic Planning and Transformation Banking and Financial Services Consumer Lending, Retail Banking and/or Commercial Banking Executive Digital and Technology Cybersecurity Technology Executive Risk Management and Compliance Public Company Senior Executive Management Public Accounting and Financial Reporting Talent Management, Compensation and Succession Planning Public Company Governance Regulated Industries and Regulatory Issues Marketing Demographic Information Gender Diverse Racially/Ethnically Diverse Age Tenure Director Since Independence / Number of other Public Boards Independent Number of Other Public Boards 12 8 6 10 5 4 9 10 3 12 9 10 10 4 3 62 (average) Total 11 73 42 64 70 56 61 63 52 67 69 69 54 1994 2021 2021 2004 2016 2024 2019 2019 2012 2020 2003 2021 0 0 2 2 3 0 0 1 0 1 2 0

  38. Skills and Experience of Our Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 21 |

  39. Skills and Experience of Our Director Nominees

    | Strategic Planning and Transformation | Experience setting a long-term corporate vision or direction, developing desirable products and customer segments, assessing geographies in which to operate, and evaluating competitive positioning | | 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 | | Consumer Lending, Retail Banking and/or Commercial Banking Executive | Executive level experience and oversight of Consumer Lending, Retail Banking, and/or Commercial Banking | | Digital and Technology | Leadership and understanding of technology and digital platforms | | Cybersecurity | Experience with or oversight of cybersecurity (e.g., prior work experience, possession of a cybersecurity certification or degree or other knowledge, skills or background in cybersecurity) | | 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 CEO 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 | | Marketing | Experience with or oversight of marketing strategy and brand management |

  40. Skills and Experience of Our Director Nominees

    | 22 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  41. Annual Assessment of Individual Director Nominees

    Annual Assessment of Individual Director Nominees Each year the Chair of the Governance and Nominating Committee conducts an individual director assessment process. This process includes candid, one-on-one discussions between the Governance and Nominating Committee’s Chair and each Board member regarding the individual performance and effectiveness of the directors nominated by the Board for re-election by Capital One’s stockholders. Directors may also provide feedback on any other individual director’s performance at any time, regardless of whether it is part of the formal assessment process. Follow-Up The Chair of the GNC shares input and feedback from the assessments with the individual directors. The GNC also takes into consideration the results of the assessments of individual directors, the Board, and its committees as part of director recruitment efforts. Nominate Taking individual director performance into consideration, the GNC recommends director candidates for nomination to the Board, and the Board nominates directors to stand for election or re-election by Capital One’s stockholders. Seek Input The Chair of the Governance and Nominating Committee (the “GNC”) meets with Board members in separate, one-on-one sessions to solicit feedback on other directors’ individual strengths and contributions. Evaluate The Chair of the GNC synthesizes feedback and reports to the GNC and the Chairman of the Board. The GNC also reviews other considerations, such as related person transactions, conflicts of interest, and independence.

  42. Compensation Committee Consultant

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

  43. Compensation Committee Consultant

    | ∎ | Provided information on executive and director compensation trends and industry benchmarking and analyses of the implications of such trends for the Company |

  44. Section III - Director Compensation

    Section III - Director Compensation

  45. Director Compensation Objectives

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

  46. Director Compensation Objectives

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

  47. Director Compensation Objectives

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

  48. Director Compensation Objectives

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

  49. Director Compensation Objectives

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

  50. Director Compensation Objectives

    Management directors do not receive compensation for their service on the Board. In 2023, Mr. Fairbank was Capital One’s only management director.

  51. 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 director compensation program recommendations to the Compensation Committee. 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 Compensation 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” beginning on page 42 for further information on the role and responsibilities of FW Cook and “Peer Groups” beginning on page 99 for further information on the selection of the Company’s peer comparator group. Based on its review of competitive market data and guidance from FW Cook in the second quarter of 2023, the Compensation Committee determined that the Company’s director compensation program meets the objectives listed above.

  52. Director Compensation Structure

    Director Compensation Structure On May 4, 2023, the Board approved a compensation program for Capital One’s non-management directors for the period from May 4, 2023 through our 2024 Annual Stockholder Meeting that is similar to the program for the preceding year. The compensation program consists of an annual cash retainer of $100,000 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 annual cash retainers are as follows:

  53. Director Compensation Structure

    | ∎ | Lead Independent Director: $100,000 |

  54. Director Compensation Structure

    | ∎ | Chair of the Audit Committee or Risk Committee: $70,000 |

  55. Director Compensation Structure

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

  56. Director Compensation Structure

    | ∎ | Chair of the Governance and Nominating Committee: $45,000 |

  57. Director Compensation Structure

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

  58. Director Compensation Structure

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

  59. Director Compensation Structure

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

  60. Director Compensation Structure

    | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 55 |

  61. Director Compensation Structure

    Pursuant to the annual compensation review process described above, the Compensation Committee recommended, and the Board approved, an increase in the annual cash retainer of $10,000 for service on the Board over the previous year. The increase to the annual cash retainer was in recognition of the demands of service for Board members and to further align compensation for such service with the Company’s peer comparator group. In addition, each non-management director serving on May 4, 2023, received on such date an award of 2,453 RSUs under the 2004 Stock Incentive Plan with a grant date fair value of $210,050, or $85.63 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.

  62. Compensation of Directors

    Compensation of Directors Directors of Capital One received the following compensation in 2023:

  63. Compensation of Directors

    | Director Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Richard D. Fairbank(4) | $— | $— | $— | $— | | Ime Archibong | $110,000 | $210,050 | $12,189 | $332,239 | | Christine Detrick | $155,000 | $210,050 | $12,593 | $377,643 | | Ann Fritz Hackett | $285,000 | $210,050 | $16,716 | $511,766 | | Suni P. Harford(5) | $— | $— | $— | $— | | Peter T. Killalea | $140,000 | $210,050 | $12,194 | $362,244 | | Eli Leenaars(6) | $195,000 | $210,050 | $10,483 | $415,533 | | François Locoh-Donou | $155,000 | $210,050 | $17,628 | $382,678 | | Peter E. Raskind | $180,000 | $210,050 | $18,052 | $408,102 | | Eileen Serra | $175,000 | $210,050 | $17,149 | $402,199 | | Mayo A. Shattuck III | $135,000 | $210,050 | $18,865 | $363,915 | | Bradford H. Warner | $175,000 | $210,050 | $15,468 | $400,518 | | Craig Anthony Williams | $140,000 | $210,050 | $12,613 | $362,663 |

  64. Compensation of Directors

    | (1) Represents cash payments made during 2023, which include half of the payments made under the compensation program for the period from May 4, 2023 through our 2024 Annual Stockholder Meeting and half of the payments made under the compensation program for the period from May 5, 2022 through the date of our 2023 Annual Stockholder Meeting. |

  65. Compensation of Directors

    | (2) Represents the grant date fair value of RSUs granted during 2023, calculated in accordance with FASB ASC Topic 718. |

  66. Compensation of Directors

    | (3) Amounts shown represent contributions made by Capital One on behalf of certain non-management directors serving during 2023 to charitable organization(s) of their choice. Amounts also include the value of tickets to Capital One-sponsored events and memberships to Velocity Black, a digital concierge company owned by Capital One (“Velocity Black”), that non-management directors received. See “Other Benefits” on page 56 for more information. |

  67. Compensation of Directors

    | (4) Management directors do not receive compensation for their service on the Board. In 2023, Mr. Fairbank was Capital One’s only management director. |

  68. Compensation of Directors

    | (5) Ms. Harford was appointed to the Board on February 28, 2024, effective April 1, 2024, and as a result, received no compensation during 2023. |

  69. Compensation of Directors

    | (6) In addition to the standard compensatory arrangement described above, Mr. Leenaars received $25,000 in addition to the annual cash retainer in recognition of the additional time and effort that is required for Mr. Leenaars to travel internationally to attend Board and committee meetings. |

  70. Compensation of Directors

    | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 57 |

  71. Compensation of Directors

    The following table shows the number of RSUs outstanding for each non-management director as of December 31, 2023:

  72. Compensation of Directors

    | Director Name | Number of Outstanding Restricted Stock Units | | Ime Archibong | 5,719 | | Christine Detrick | 4,711 | | Ann Fritz Hackett | 54,330 | | Suni P. Harford(1) | — | | Peter T. Killalea | 17,120 | | Eli Leenaars | 10,999 | | François Locoh-Donou | 10,567 | | Peter E. Raskind | 28,161 | | Eileen Serra | 8,609 | | Mayo A. Shattuck III | 54,330 | | Bradford H. Warner | 47,554 | | Craig Anthony Williams | 5,719 |

  73. Compensation of Directors

    | (1) Ms. Harford was appointed to the Board on February 28, 2024, effective April 1, 2024, and as a result, received no compensation during 2023. |

  74. Company Performance Highlights

    | ∎ | Execution Against Strategic Imperatives. We continued to make significant progress on our long-term strategic agenda. We also made disciplined investments in our modern technology infrastructure and data environment; scaled our digital capabilities to associates and customers; enhanced our products and customer experiences; and continued to attract, develop, and retain top talent. We also invested in digital marketing and supporting the Capital One brand through bold advertising and marquee sponsorships. |

  75. Company Performance Highlights

    | (2) 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 we believe our non-GAAP measures help investors, and users of our financial information understand the effect of adjusting items on our selected reported results, 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. |

  76. Compensation Highlights

    | CEO 2023 Compensation | NEO (other than CEO) 2023 Compensation Deferred cash 17% Deferred cash bonus $5.0 million RSUs $2.5 million Year-End Incentive RSUs $4.7 million TSR Performance Shares $4.2 million Total Compensation $29.0 million Equity-Based 83% Financial Performance Shares $12.6 million Base Salary 18% Cash-Based 51% Cash Incentive 33% Performance Shares 27% Equity-Based 49% RSUs 22% Total Compensation Range $5.6 million - $7.6 million | | ∎ No CEO Cash Salary. Our CEO does not receive a cash salary and 100% of his compensation is deferred for at least three years. ∎ The Payout of a Majority of CEO Year-End Incentive Compensation Determined by Formula. A majority of our CEO’s year-end incentive compensation for the 2023 performance year was awarded in the form of performance share awards that vest based entirely on the Company’s performance on an absolute basis and/or relative to the Performance Share Peers over a three-year period (2024 to 2027). ∎ 25% of CEO 2023 Performance Share Awards Linked to Relative TSR. A portion of our CEO year-end incentive performance share awards will vest based entirely on the Company’s TSR performance relative to the Performance Share Peers over a three-year period. ∎ Awards Based on Company and Individual Performance. All NEOs receive incentive awards based on Company and/or individual performance. For 2023, 100% of CEO compensation and 82% of the compensation for the other NEOs was based on Company and/or individual performance. | ∎ The Majority of CEO Compensation and Nearly Half of NEO Compensation is Equity-Based and Determine After Performance Year-End. 83% of our CEO’s and 49% of all other NEOs’ total compensation for the 2023 performance year was equity-based to align with stockholder interests. 91% of CEO compensation and the majority of all other NEO compensation was determined after the performance year-end. ∎ All Equity and Equity-Based Awards Contain Performance and Recovery Provisions. All equity awards contain performance and recovery provisions that are designed to further enhance alignment between pay and performance and to balance risk. See “Additional Performance Conditions and Recovery Provisions” beginning on page 95 for more information. |

  77. 2023 Compensation Decisions

    | ∎ | RSUs granted in January 2023, which had a total grant date value of approximately $2.5 million, totaling 21,539 RSUs. The RSUs will vest in full on February 15, 2026, settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and are subject to performance-based vesting provisions. See “Performance-Based Vesting Provisions” on page 96 for a description of the performance-based vesting provisions. |

  78. 2023 Compensation Decisions

    | ∎ | Year-End Incentive Award totaling approximately $26.5 million granted in February 2024 in recognition of the Company’s and the CEO’s performance in 2023 and consisting of: |

  79. 2023 Compensation Decisions

    | ∎ | Performance Shares. Performance share awards with an aggregate value of approximately $16.8 million, for which the CEO may receive from 0% to 150% of a total target number of 124,852 shares of the Company’s common stock based on the Company’s TSR (with respect to 31,213 shares, or approximately $4.2 million of the awards) and financial performance (with respect to 93,639 shares, or $12.6 million of the awards) over a three-year period from January 1, 2024 through December 31, 2026. |

  80. 2023 Compensation Decisions

    | ∎ | RSUs. 34,929 RSUs (“Year-End Incentive RSUs”) valued at $4.7 million, which vest in full on February 15, 2027 and settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and are subject to performance-based vesting provisions. |

  81. 2023 Compensation Decisions

    | ∎ | Deferred Cash Bonus. A deferred cash bonus of $5.0 million, which is mandatorily deferred for three years into the Company’s Voluntary Non-Qualified Deferred Compensation Plan (“VNQDCP”) and will pay out in the first calendar quarter of 2027. |

  82. 2023 Compensation Decisions

    | Name | Cash Salary | Long-Term Incentive | Year-End Incentive | | | Total | | | | Cash-Settled RSUs | Deferred Cash Bonus | Cash-Settled RSUs | Performance Shares(1) | | | Richard D. Fairbank | $— | $2,500,032 | $5,000,000 | $4,700,046 | $16,800,085 | $29,000,163 |

  83. 2023 Compensation Decisions

    | (1) Approximately $4.2 million of the awarded performance shares are eligible to vest based on the Company’s TSR relative to the Performance Share Peers over a three-year period. $12.6 million of the awarded performance shares are eligible to vest based on the Company’s relative and absolute financial performance relative to a combination of two metrics: Common Dividends plus Growth of Tangible Book Value per common share (“D+TBV”) and Adjusted Return on Tangible Common Equity (“Adjusted ROTCE”) over a three-year period. See “Performance Share Award Formula” on page 79 for a description of the vesting criteria applicable to the performance share awards. |

  84. 2023 Compensation Decisions

    2023 NEO Performance Year Compensation. The compensation for NEOs (other than the CEO) for 2023 performance is set forth below. The compensation received by these NEOs consisted of: (i) cash salary and (ii) a year-end incentive granted in February 2024 in recognition of the Company’s and each executive’s performance in 2023. The year-end incentive consisted of a cash incentive and a long-term incentive comprised of stock-settled RSUs and performance shares. The performance shares provide an opportunity for the executive to receive from 0% to 150% of a target number of shares of the Company’s common stock based on the Company’s performance over a three-year period beginning January 1, 2024.

  85. 2023 Compensation Decisions

    | Name | Cash Salary | Cash Incentive | Long-Term Incentive | | Total | | | | | Stock- Settled RSUs | Performance Shares | | | Andrew M. Young | $987,577 | $1,864,500 | $1,242,796 | $1,491,328 | $5,586,201 | | Frank G. LaPrade, III | $1,341,385 | $2,524,500 | $1,682,404 | $2,018,804 | $7,567,093 | | Sanjiv Yajnik | $1,259,615 | $2,370,000 | $1,580,004 | $1,896,085 | $7,105,704 | | Robert M. Alexander | $1,100,077 | $2,070,000 | $1,380,047 | $1,656,030 | $6,206,154 |

  86. Consideration of Stockholder Feedback and 2023 Say on Pay Vote

    | ∎ | Linked a Portion of CEO Compensation Directly to Relative TSR. Stockholders have expressed that TSR is an important element of Company performance and asked that the Company consider a more direct link between CEO compensation and the Company’s TSR over time. Beginning with the 2020 performance year, the Committee and the Independent Directors determined to award a portion of the CEO’s year-end incentive in the form of a performance share award that vests entirely based on the Company’s TSR over a three-year performance period relative to the Performance Share Peers. |

  87. Consideration of Stockholder Feedback and 2023 Say on Pay Vote

    | ∎ | Disclosure of Performance Share Awards Realized Compensation. Stockholders have expressed a desire for clearer information regarding the realized pay associated with the performance share awards granted to the NEOs. We added disclosure regarding the settlement value resulting from the performance share awards that vested during the performance year based on the Company’s performance for the associated three-year performance period. See “Settlement of Performance Shares Granted in February 2021” on page 88. |

  88. Consideration of Stockholder Feedback and 2023 Say on Pay Vote

    | ∎ | Increased the Size and Diversity of Our Peer Group. We received feedback from stockholders regarding the composition of our Board-approved peer group used to determine the level and components of NEO compensation. The Committee and the Independent Directors increased the size and diversity of the Company’s peer group to add seven additional peers, including diversified financial institutions and payment companies with whom we compete for executive talent. See “Peer Groups” beginning on page 99 for more information. |

  89. Highlights of Our 2023 Compensation Programs

    | What We Do | What We Don’t Do | | | ✓ We provide the majority of NEO compensation as long-term, equity, or equity-based compensation | û | We do not pay a cash salary to our CEO | | ✓ We provide our CEO with compensation consisting entirely of equity or equity-based awards and deferred payouts | û | We do not guarantee incentive awards | | ✓ We link a portion of our CEO year-end incentive to relative TSR | 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 grant our NEOs performance-based cash incentive and equity-based awards | 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 other executive officers | | ✓ We apply risk balancing so as not to jeopardize the safety and soundness of Capital One | û | We do not permit our NEOs to engage in short sales, hedging transactions, or speculative trading in derivatives of our securities | | ✓ We apply performance thresholds to NEO grants to determine the amount of equity delivered at vesting | û | We do not reprice stock options | | ✓ We reduce performance share award values at vesting if the Company does not achieve positive Adjusted ROTCE | û | Generally, we do not utilize employment agreements, and none of our current NEOs has an employment agreement | | ✓ We have clawback provisions embedded in our incentive compensation program to promote accountability | û | We do not provide excise tax gross-up payments | | ✓ We require both a change of control event and a termination before we accelerate the vesting of equity and equity-based awards (double trigger) | | | | ✓ We have an independent compensation consultant advising the Committee | | | | ✓ We use a mix of pre-established relative and absolute performance metrics in our incentive awards | | |

  90. Align our executives’ interests with those of our stockholders

    Align our executives’ interests with those of our stockholders The Committee and the Independent Directors are committed to designing incentive compensation programs that reward individual and Company performance and that are aligned with the creation of stockholder value over the long term. A portion of the CEO’s performance share award is directly linked to the Company’s relative TSR over a three-year period. TSR also continues to be explicitly included in the financial and operating performance factors considered by the Committee and the Independent Directors to determine NEO year-end incentive awards. In addition, because nearly half of NEO compensation is delivered through deferred, equity-based vehicles that vest over multiple time horizons, the NEOs have a significant stake in the success of the Company. The Committee and the Independent Directors also have the flexibility to adjust compensation decisions from year to year to take into account the Company’s performance and evolving market practices. In addition, we have established specific stock ownership policies that the NEOs must meet and stock retention provisions applicable to certain equity awards.

  91. Reward performance over multiple time horizons

    Reward 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 2023, approximately 83% of the CEO’s total compensation was equity-based and at-risk to the performance of the Company’s stock price, and 100% of his year-end incentive compensation was deferred for a three-year period. In addition, approximately 49% of total compensation for NEOs other than the CEO was provided through equity-based vehicles which were 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 NEOs 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 in both current and future periods.

  92. Attract, retain, and motivate top executive talent

    Attract, retain, and motivate top executive talent To attract, retain, and motivate exceptional leaders, we believe that compensation opportunities at Capital One must be competitive with the marketplace for talent. The Committee and the Independent Directors strive to preserve a competitive pay mix and total target compensation values in the executive compensation program, as well as provide competitive total rewards based on our selected peer group. See “Peer Groups” beginning on page 99 for information regarding how the Committee and the Independent Directors utilized the Company’s peer group in determining executive compensation.

  93. Our Compensation Governance Cycle

    Our Compensation Governance Cycle The Committee is actively engaged throughout the year, and members of the Committee regularly meet with management, regarding the Company’s executive compensation programs and practices. In addition, the Committee and the Board receive regular updates regarding the Company’s financial and strategic performance, including information regarding the Company’s performance against the four categories of quantitative and qualitative performance factors related to: financial and operating performance, governance and risk management, strategic performance, and winning with our customers and associates (the “Performance Factors”) that are used by the Committee to determine the year-end incentive awards to the NEOs. The Committee met four times in 2023 with one meeting concluding with an executive session without management present. In addition, the Committee held two joint meetings with the Board in 2023, and an additional joint meeting was held at the beginning of 2024 to assess Company and NEO performance and determine the year-end incentive awards for the NEOs. While specific topics may vary from meeting to meeting, the following graph describes the typical annual cycle of the Committee’s compensation-related activities. Review Strategic Plan & Investor Outreach Review Company Strategic Plan Discuss Say on Pay voting results (financial and non-financial) Review Company and NEO performance and approve year-end compensation Appoint compensation consultant and assess independence, performance and compensation Approve compensation structure and pay targets Complete incentive compensation risk assessment Approve CD&A and Committee Report Discuss investor outreach efforts and feedback regarding executive compensation Approve non-management director compensation for the current year Assess effects of incentive compensation programs on risk and appropriate risk balancing Discuss legal and regulatory Updates Review and approve the executive compensation peer group Preliminary discussion of following year’s executive compensation design, including investors’ feedback Discuss investor outreach efforts and feedback regarding executive compensation Discuss and refine upcoming year’s executive compensation Review executive compensation practices among peer group design, with special attention to investors’ feedback Performance & Risk Assessment Compensation Program Review Peer Review & Program Evaluation

  94. 2023 CEO Compensation Program

    | ∎ | the Company’s performance in the prior year relative to the performance of peer comparator companies in that year; |

  95. 2023 CEO Compensation Components

    2023 CEO Compensation Components The chart below represents the components and pay mix of the CEO’s compensation for the 2023 performance year. For performance year 2023, the year-end incentive was delivered in the form of performance shares, deferred cash, and cash-settled RSUs, representing 58%, 17%, and 25%, respectively, of the CEO’s total performance year compensation. Deferred Cash 17% Deferred Cash Bonus $5.0 million RSUs $2.5 million Year-End Incentive RSUs $4.7 million TSR Performance Shares $4.2 million Equity-Based 83% Financial Performance Shares $12.6 million Total Compensation $29.0 million The table below summarizes the components of the CEO’s compensation program for the 2023 performance year.

  96. 2023 CEO Compensation Components

    | 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 | | RSUs | | January 2023 | Incentive for Long-Term Company Performance | Vest at the end of the three-year performance period; settles in cash | ∎ Performance-based vesting provisions ∎ Misconduct clawback ∎ Financial restatement clawback | | Year-End Incentive Opportunity | Financial Performance Shares | February 2024 | Reward for 2023 CEO and Company Performance; Incentive for Long-Term Company Performance | Vest at the end of the three-year performance period based on achievement of financial performance factors | ∎ Performance share reduction ∎ Misconduct clawback ∎ Financial restatement clawback | | | TSR Performance Shares | | | Vest at the end of the three-year performance period based on relative TSR | ∎ Misconduct clawback ∎ Financial restatement clawback | | | Year-End Incentive RSUs | | Reward for 2023 CEO and Company Performance | Vest at the end of the three-year performance period; settles in cash | ∎ Performance-based vesting provisions ∎ Misconduct clawback ∎ Financial restatement clawback | | | Deferred Cash Bonus | | | Payout deferred for three years | ∎ Misconduct clawback ∎ Financial restatement clawback |

  97. Restricted Stock Units

    Restricted Stock Units A portion of Mr. Fairbank’s 2023 compensation consisted of RSUs granted as an incentive for long-term Company performance. The RSU award has a three-year cliff-vesting schedule and vests in full at the end of a three-year performance period beginning on January 1, 2023, settles 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 and clawback provisions, each as described in more detail under “Additional Performance Conditions and Recovery Provisions” beginning on page 95.

  98. Year-End Incentive Opportunity

    Year-End Incentive Opportunity A portion of Mr. Fairbank’s 2023 compensation consisted of an opportunity for a year-end incentive based on the Committee’s evaluation of the Company’s performance during 2023 and Mr. Fairbank’s contributions to that performance. For purposes of the year-end incentive, the Committee and the Independent Directors assess the Company’s performance based on the Performance Factors. The Committee believes that these factors appropriately reflect and balance near-term performance and long-term success for the Company’s customers, associates, and stockholders. The Company’s 2023 performance against the Performance Factors is described in more detail under “2023 Year-End Incentive Determination” beginning on page 81. The year-end incentive, if awarded, (i) will consist of an award of performance shares, and (ii) may also consist of deferred cash, an equity-based award, or both as determined by the Committee and the Independent Directors at the time the award is granted. The performance share awards, the equity-based award, and the deferred cash bonus each have a three-year cliff-vesting schedule and vest in full at the end of a three-year performance period beginning on January 1, 2024. The equity-based awards are subject to performance-based vesting provisions and all three awards are subject to clawback provisions each as described in more detail under “Additional Performance Conditions and Recovery Provisions” beginning on page 95.

  99. Performance Share Awards

    Performance Share Awards The Committee and the Independent Directors believe the performance shares strengthen the alignment between the compensation of our NEOs and the Company’s performance by linking the ultimate payout to pre-established absolute and/or relative performance goals, with the value of the payout ranging from 0% to 150%. The ultimate value of the performance shares upon vesting is determined by the Company’s performance through its stock price. The CEO year-end incentive award consists primarily of performance shares. For the other NEOs, the performance share awards represent approximately 30% of total target compensation. For 2023, the performance share awards were granted in two forms:

  100. Performance Share Awards

    | ∎ | Financial Performance Share Units (“Financial Performance Shares”) that vest based on the Company’s financial performance, on an absolute basis and relative to the Performance Share Peers, related to a combination of two metrics: D+TBV and Adjusted ROTCE over a three-year period. The Financial Performance Shares were granted to all NEOs for the 2023 performance year. |

  101. Performance Share Awards

    | ∎ | Total Shareholder Return Performance Share Units (“TSR Performance Shares”) that vest based on the Company’s TSR relative to the Performance Share Peers over a three-year period. The TSR Performance Shares were granted only to the CEO for the 2023 performance year. |

  102. Performance Share Awards

    | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 77 |

  103. Performance Share Awards

    The metrics and formulas applicable to each of the performance share awards are described in more detail below under “Performance Share Award.”

  104. Performance Share Awards

    | 2023 Performance Year | Performance Metric | Performance Share Peers | Performance Period | Performance Share Award Formula | Recipient | | Financial Performance Shares | D+TBV and Adjusted ROTCE | KBW Index (as defined on page 79) | 3 Years | Relative Performance Measure and Absolute Performance Measure | All NEOs | | TSR Performance Shares | TSR | | | Relative Performance Measure | CEO Only |

  105. Performance Share Awards

    Performance Share Award Metrics. Each year, the Committee and the Independent Directors evaluate the structure and amount of the equity awards provided to our NEOs, including the Company performance metrics applicable to such awards.

  106. Performance Share Awards

    | ∎ | Financial Performance Shares. A portion of the performance shares granted to our CEO and all of the performance shares granted to the NEOs, other than the CEO, for 2023 were granted in the form of Financial Performance Shares. The Committee and the Independent Directors determined that the Financial Performance Share awards granted to the CEO and the other NEOs would be based on the following two metrics: |

  107. Performance Share Awards

    | Common Dividends + Growth of Tangible Book Value per Common Share (D+TBV) | ∎ D+TBV rewards strong operational results, balanced stewardship of capital, and long-term stockholder value creation by measuring the value distributed to stockholders (common dividends per share) and the growth of company value created for common stockholders (tangible book value per share). ∎ D+TBV is calculated as the three-year average of the ratios, expressed as a percentage, of (i) the Company’s tangible book value per common share at the end of each year within the performance period, plus total common dividends per share paid during such year, to (ii) the Company’s tangible book value per common share at the beginning of each corresponding year within the performance period. | | Adjusted Return on Tangible Common Equity (Adjusted ROTCE) | ∎ Adjusted ROTCE rewards balanced capital management and stewardship while capturing current and historical business performance and profitability as compared to the size of our stockholders’ investment in the Company. ROTCE is broadly used in banking as a key performance indicator and component in peer executive compensation programs. ∎ Adjusted ROTCE is calculated as the ratio, expressed as a percentage, of (i) the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of impairment, amortization and re-measurement of intangible assets, to (ii) the Company’s average tangible common equity. |

  108. Performance Share Awards

    To appropriately incentivize long-term value creation in line with the Company’s strategic goals, two-thirds of each Financial Performance Share award will vest based on D+TBV, and one-third of each performance share award will vest based on Adjusted ROTCE. The Committee and the Independent Directors believe that these two performance metrics, in combination, provide a rigorous measurement of Company performance by balancing the creation of long-term stockholder value and the returns generated on stockholders’ investment in the Company.

  109. Performance Share Awards

    | 78 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  110. Performance Share Awards

    | ∎ | TSR Performance Shares. In response to stockholder feedback and to further align the interests of the CEO with the interests of stockholders, the Committee and the Independent Directors determined that a portion of the performance share awards granted to the CEO would be based on the Company’s TSR relative to the Performance Share Peers. For the purposes of the TSR Performance Shares, TSR is calculated as indicated below. |

  111. Performance Share Awards

    | Total Shareholder Return (TSR) | ∎ TSR measures the change in the value of an investment by stockholders in the common shares of Capital One and is derived from the change in the Company’s stock price plus the value of any common dividends paid by the Company. ∎ TSR is calculated as the change in the value of the applicable common stock over the performance period, taking into account the reinvestment of common dividends on the ex-dividend date. The calculation of the stock price appreciation component of TSR = (Ending Stock Price – Beginning Stock Price) / Beginning Stock Price where (i) “Beginning Stock Price” means the average Stock Price for the 20 trading days immediately preceding the first day of the performance period; (ii) “Ending Stock Price” means the average Stock Price for the 20 trading days immediately preceding and including the last day of the performance period; and (iii) “Stock Price” means the closing price for the day as reported on the applicable exchange or market. |

  112. Performance Share Awards

    The Committee and the Independent Directors believe that linking a portion of the CEO’s year-end incentive to the Company’s TSR over a three-year period increases the alignment of the CEO’s compensation with the value delivered to stockholders over time. TSR is viewed by investors as a key indicator of the Company’s performance. The TSR Performance Shares create a direct link between CEO compensation and the Company’s stock price and value creation over time. In addition, a significant portion of CEO pay is delivered through equity-based awards, the ultimate value of which will increase or decrease based on the performance of the Company’s stock price in both current and future periods. Performance Share Award Peer Group. For both the Financial Performance Shares and the TSR Performance Shares, the Company’s performance on each metric is assessed over the three-year period relative to the “Performance Share Peers” which consist of the KBW Bank Index, excluding 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, risk profile, and business mix to the Company. 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 relative performance hurdles illustrated below. Performance Share Award Formula. For all performance share awards, the ultimate number of performance shares earned at vesting is determined by a formula based on relative performance and/or absolute performance (in the form of a performance share reduction) measures, with the value of the payout ranging from 0% to 150% of the target performance shares. In addition, the value of the performance shares upon vesting is determined by the Company’s stock price performance. All performance share awards are subject to the Relative Performance Measure (as described below). Only the Financial Performance Shares are subject to the Absolute Performance Measure (as described below). The award agreements applicable to all performance share awards permit the Committee to exclude the initial effects of changes in tax laws, accounting principles or regulations, or other laws or provisions affecting the reported results if the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2004 Stock Incentive Plan or necessary or appropriate to comply with applicable laws, rules, or regulations.

  113. Performance Share Awards

    | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 79 |

  114. Performance Share Awards

    Relative Performance Measure - Financial Performance Shares and TSR Performance Shares. Each year, the Committee and the Independent Directors assess the Company’s performance on the basis of the performance share award metrics relative to the Performance Share Peers. The Company’s TSR or positive Adjusted ROTCE and D+TBV, as applicable, must be at least at the 25th percentile of the Performance Share Peers for any performance shares to vest; target payout will be achieved at the 55th percentile of the Performance Share Peers; and the maximum payout can only be achieved if the Company performs at the 80th percentile of the Performance Share Peers or greater. If the Company’s TSR or Adjusted ROTCE and D+TBV, as applicable, is under the 25th percentile, none of the shares will vest and no payout will be made with respect to the 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 graph below. Payouts will range between the values shown below for performance that falls between the points labeled in the graph. Payout as a Percentage of Target 150% > 125% 100% 75% 50% 25% 0% 80th percentile 150% payout 55th percentile 100% payout 25th percentile 40% payout < 25th percentile 0% payout 25% Performance Percentile 50% 75% 100% Absolute Performance Measure (Performance Share Reduction) - Financial Performance Shares. The Financial Performance Shares are subject to a performance share reduction feature under which the number of shares issued at settlement will be reduced if the Company’s Adjusted ROTCE for one or more fiscal years completed during the performance period is not positive, no matter how well the Company performs compared to the Performance Share Peers. In each year that the Company does not achieve positive Adjusted ROTCE, the executive will forfeit 50% of that year’s worth of performance shares. If the Company’s Adjusted ROTCE is not positive in each of the three fiscal years in the performance period, the executive will forfeit the entire award of performance shares. See “Performance Share Reduction” on page 97 and “Financial Restatement Clawback” beginning on page 97 for more information. The table below shows potential performance share reduction amounts based on the Company’s Adjusted ROTCE performance.

  115. Performance Share Awards

    | Number of Years During Performance Period Adjusted ROTCE is Not Positive | Reduction in Number of Units Vesting and Shares Awarded | | Zero | No reduction | | One | One-sixth reduction | | Two | One-third reduction | | Three | Entire award forfeited |

  116. Performance Share Awards

    | 80 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  117. Equity-Based Award

    Equity-Based Award A portion of the CEO year-end incentive may be granted in the form of an equity-based award, based on the Company and CEO performance for the preceding performance year. For the 2021, 2022, and 2023 performance years, the Committee and the Independent Directors have awarded RSUs to Mr. Fairbank. The vesting of the RSUs is deferred for three years and settlement is in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date. The RSUs are subject to performance-based vesting and clawback provisions, each as described in more detail under “Additional Performance Conditions and Recovery Provisions” beginning on page 95.

  118. Deferred Cash Bonus

    Deferred Cash Bonus A portion of the CEO year-end incentive may be granted in the form of a deferred cash bonus based on the Company and CEO performance for the preceding performance year. Any deferred cash bonus award is mandatorily deferred for three years into the Company’s VNQDCP.

  119. 2023 RSU Award

    2023 RSU Award In January 2023, the Committee and the Independent Directors awarded Mr. Fairbank 21,539 RSUs, which had a total grant date value of approximately $2.5 million. The RSU award vests in full on February 15, 2026, settles 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 and clawback provisions, each as described in more detail under “Additional Performance Conditions and Recovery Provisions” beginning on page 95.

  120. 2023 Year-End Incentive Awards

    2023 Year-End Incentive Awards After considering the Company’s compensation philosophy and objectives, including the desire to align Mr. Fairbank’s interests with that of the Company’s stockholders and reward performance over multiple horizons, the Committee and the Independent Directors determined that the pay mix for the year-end incentive award would include the following three vehicles: Performance Shares. 63% of the year-end incentive (58% of Mr. Fairbank’s total 2023 performance year compensation) was awarded in the form of performance shares, with a total grant date value of approximately $16.8 million, under which Mr. Fairbank may receive from 0% to 150% of a target number of 124,852 shares of the Company’s common stock based on the Company’s performance over a three-year period from January 1, 2024 through December 31, 2026.

  121. 2023 Year-End Incentive Awards

    | ∎ | Financial Performance Shares. $12.6 million, or 75% of the awarded performance shares will vest based on the Company’s financial performance, on an absolute basis and relative to the Performance Share Peers, related to a combination of two metrics: D+TBV and Adjusted ROTCE over a three-year period in the form of Financial Performance Shares as described in “Performance Share Award Formula” on page 79. |

  122. 2023 Year-End Incentive Awards

    | ∎ | TSR Performance Shares. Approximately $4.2 million, or 25% of the awarded performance shares will vest based on the Company’s TSR relative to the Performance Share Peers over a three-year period in the form of TSR Performance Shares as described in “Performance Share Award Formula” on page 79. |

  123. 2023 Year-End Incentive Awards

    In order for the CEO to realize the target value of this award, the Company must achieve above-median financial performance and TSR on a relative basis versus the Performance Share Peers. In addition, the full value of the Financial Performance Share award remains at risk unless a threshold level of Company performance is achieved. The Committee believes that awarding a substantial portion of the year-end incentive in performance shares directly aligns the CEO’s interests with those of stockholders and encourages the CEO to focus on sustainable, long-term success and avoid excessive risk-taking. RSUs. 18% of the year-end incentive (16% of Mr. Fairbank’s total 2023 performance year compensation) was awarded in the form of 34,929 RSUs with a total grant date value of approximately $4.7 million. Deferred Cash Bonus. 19% of the year-end incentive (17% of Mr. Fairbank’s total 2023 performance year compensation) was awarded in the form a $5.0 million deferred cash bonus.

  124. 2023 Year-End Incentive Awards

    | 82 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  125. Company Performance Assessment

    | (1) The Committee considers these metrics to be key financial performance measures in its assessment of the Company’s performance, including certain non-GAAP measures. While our non-GAAP measures help investors, and users of our financial information understand the effect of adjusting items on our selected reported results, 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. |

  126. Company Performance Assessment

    | Strategic Performance | | | Performance Factor | 2023 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 | ∎ Delivered strong organic growth, driven by both new customers and a deepening and broadening of existing customer and client relationships ∎ Launched new products and services and saw strong growth and engagement with flagship Card and Retail Banking products ∎ Expanded and enhanced our best-in-class digital experiences, including our award-winning mobile app, CreditWise, Capital One Auto Navigator Platform, Capital One Travel portal and Capital One Shopping ∎ Invested in technology talent, software development, and digital capabilities. Expanded enterprise platforms, automation capabilities, and data machine learning and artificial intelligence tools. ∎ Continued to realize operational and innovation benefits from our commitment to the public cloud. Multi-year investments in technology are driving long-term growth, speed, efficiency, and resiliency. ∎ Grew our national Retail Banking franchise with compelling products, innovative digital tools and a differentiated customer experience ∎ Invested $4 billion in marketing as we took advantage of attractive market opportunities to build our brand, welcome new customers, and support our Card and Retail Banking franchises |

  127. CEO Contribution to Company Performance

    CEO Contribution to Company Performance In determining the CEO’s 2023 year-end incentive awards, in addition to the above factors, the Committee and the Independent Directors also assessed Mr. Fairbank’s contributions to Capital One’s 2023 performance. Under Mr. Fairbank’s leadership, the Company delivered very strong financial and operating results, resilient account and loan growth, and strong stewardship of stockholder capital. The Company deftly navigated a challenging period of elevated stress on bank funding and liquidity as well as significant scrutiny of the banking industry. As revenue growth slowed, the Company proactively managed operating expenses and delivered improved year-over-year operating efficiency. Capital One’s careful and successful management of the Company’s post-pandemic loan originations, which sought to account for credit score inflation and elevated industry supply, led to positive separation between Capital One’s and competitors’ consumer credit metrics over the course of 2023. The Company returned significant capital to stockholders through common dividends and share repurchases while continuing to invest in growth, technology and data capabilities and marketing. Solid financial results and strong momentum on long-term strategy resulted in the Company’s share price rising 41%, 46 percentage points above the KBW Bank Index. Capital One shares also significantly outperformed the S&P 500 index by 17 percentage points. The Company’s one-year TSR, which combines stock returns with the distribution of common dividends, significantly outperformed the peer comparator group, the KBW Bank Index, and the S&P 500. Capital One maintained strong market positions, drove resilient growth and returns across the Company’s lines of business, and maintained high customer advocacy scores. Our Card business delivered strong loan growth and record purchase volume as it capitalized on the benefits of new products, compelling rewards, strong brand advocacy and a technology-driven customer and digital experience. Our Consumer Banking business achieved solid earnings, strong deposit growth, and resilient auto loan originations. Our Commercial Banking business also delivered solid returns despite navigating challenging industry headwinds. Capital One continued to invest in talent and our modern technology and data environment while realizing the many benefits of our migration to the cloud. We are embracing the potential of artificial intelligence and machine learning and finding opportunities to leverage innovative tools to reimagine the customer experience. Capital One recruited skilled, experienced and diverse talent and maintained high associate engagement and morale scores as measured in our regular enterprise-wide surveys. The Company was recognized externally for being an exceptional place to launch or grow one’s career. Mr. Fairbank maintained a keen focus on building and sustaining strong risk management practices and controls and embedding resilience into our operations and financial choices, and, in 2023, the FRB lifted its 2020 cyber-related consent order. In addition, Mr. Fairbank continued to model and reinforce the Company’s culture, values and mission with associates, recruits, partners, suppliers, and investors. The Committee and the Independent Directors believe that the Company’s tactical and strategic choices in recent years, led by Mr. Fairbank, have resulted in strong stockholder returns and will continue to contribute to increasing stockholder value over time. The Committee and the Independent Directors also took into account Mr. Fairbank’s unique role as the founder of Capital One, as well as peer group CEO compensation levels and structure, the tenures of peer companies’ CEOs, and the varying degrees of success those CEOs have had in leading their respective companies in 2023 and over time. The Committee and the Independent Directors recognized that Mr. Fairbank does not receive a cash salary, and 100% of his compensation is deferred for at least three years. The Committee and the Independent Directors believe that the actions taken by Mr. Fairbank and the other NEOs throughout 2023 drove very strong financial and operating results and continued the momentum of the Company toward the achievement of its long-term strategic objectives. These actions and choices have positioned the Company to deliver strong and sustainable financial performance, maintain resilience, and create enduring value to stockholders.

  128. CEO Compensation by Performance Year

    | Performance Year | Cash Salary | Long-Term Incentive | Year-End Incentive | | | Total | | | | Cash-Settled RSUs | Deferred Cash Bonus | Cash- Settled RSUs | Performance Shares | | | 2023 | $— | $2,500,032 | $5,000,000 | $4,700,046 | $16,800,085 | $29,000,163 | | 2022 | $— | $2,500,021 | $4,250,000 | $2,850,099 | $16,525,118 | $26,125,238 | | 2021 | $— | $1,750,060 | $4,550,000 | $3,000,055 | $18,200,225 | $27,500,340 |

  129. Comparison to Summary Compensation Table Information

    | ∎ | 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. |

  130. Settlement of Performance Shares Granted in February 2021

    Settlement of Performance Shares Granted in February 2021 In February 2021, the Committee and the Independent Directors granted the NEOs Financial Performance Shares under which the NEOs could receive in 2024 between 0% to 150% of a target number of shares of the Company’s common stock based on the Company’s financial performance between January 1, 2021 and December 31, 2023 (“2021 Financial Performance Shares”). Each year, the Committee and the Independent Directors assess the Company’s relative performance based on the applicable performance share award metrics relative to the Performance Share Peers over the three-year performance period, and where appropriate, apply a performance share reduction based on the Company’s absolute performance. See “Performance Share Award Formula” on page 79 for a description of the performance share award formula applicable to the 2021 Financial Performance Shares. Company Performance and Percentile Rank 2021 Settlement Value 2/3 D+TBV 1/3 Adjusted ROTCE []% Based on the Committee and the Independent Directors’ assessment of the Company’s relative and absolute performance over the three-year performance period, the 2021 Financial Performance Shares settled at 131.33% of their target value. Two-thirds of each Financial Performance Share award vested based on D+TBV, and one-third of each performance share award vested based on Adjusted ROTCE. The Company performed at the 67th percentile relative to the KBW Index with respect to D+TBV and at the 94th percentile relative to the KBW Index with respect to Adjusted ROTCE. The Company achieved positive Adjusted ROTCE for each of the three years of the performance. Such that the 2021 Financial Performance Shares settled without a performance share reduction. See “Absolute Performance Measure (Performance Share Reduction) — Financial Performance Shares” on page 80 for more information regarding the performance share reduction feature applicable to the 2021 Financial Performance Shares. In February 2021, the Committee and the Independent Directors granted the CEO TSR Performance Shares under which the CEO could receive in 2024 between 0% and 150% of a target number of shares of the Company’s common stock based on the Company’s relative TSR between January 1, 2021 and December 31, 2023 (“2021 TSR Performance Shares”). Beginning this year, the Committee and the Independent Directors assess the Company’s TSR relative to the Performance Share Peers over the three-year performance period. See “Performance Share Award Formula” on page 79 for a description of the performance share award formula applicable to the 2021 TSR Performance Shares. Based on the Committee and the Independent Directors’ assessment of the Company’s relative performance over the three-year performance period, the 2021 TSR Performance Shares settled at 150% of their target value. The entire TSR Performance Share award vested based on the Company’s relative TSR, which was at the 89th percentile relative to the KBW Index.

  131. Settlement of Performance Shares Granted in February 2021

    | 88 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  132. 2024 CEO Compensation Program

    | ∎ | An Equity or Equity-Based Award. The Committee and the Independent Directors granted to Mr. Fairbank 18,580 RSUs, which had a total grant date value of approximately $2.5 million and will vest in full on February 15, 2027, settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and are subject to performance-based vesting provisions. |

  133. 2024 CEO Compensation Program

    | ∎ | A Year-End Incentive Opportunity. Mr. Fairbank will have an opportunity for a year-end incentive award, with the amount granted based on CEO and Company performance in 2024. Any year-end incentive award granted to the CEO (i) will continue to consist primarily of performance share awards, including an award of TSR Performance Shares and Financial Performance Shares, under which he may receive 0% to 150% of a target number of shares of Capital One common stock based on the Company’s financial performance and TSR over a three-year period; and (ii) may also consist of deferred cash, an equity-based award, or both. |

  134. 2023 NEO Compensation Program and Components

    2023 NEO Compensation Program and Components The Committee annually reviews and approves the form, timing, and amount of compensation for all of our executive officers, including those who are ultimately reported as NEOs, and makes recommendations to the Independent Directors for final approval. The Committee takes into account each NEO’s historical performance, individual roles and responsibilities, contributions expected from each NEO in the future as well as the recommendations of the CEO, including his assessment of each NEO’s performance. In January 2023, the Committee and the Independent Directors approved the 2023 compensation program, which is designed to be consistent with the Company’s pay-for-performance philosophy. Based on market practices and trends, a review of peer comparator information and in response to stockholder feedback, NEO total target compensation is composed of 20% base salary, 25% cash incentive opportunity, and 55% long-term incentive opportunity, which will consist of performance shares and stock-settled RSUs as determined by the Committee. The Committee believes that this pay mix balances stockholder interests while effectively rewarding and motivating key talent. For the 2023 performance year, the NEOs received a mix of approximately 51% cash and 49% equity-based compensation as follows: cash salary, determined at the beginning of the performance year; and a cash incentive and long-term incentive awards, determined following the end of the performance year based on the Committee’s evaluation of Company and individual performance during the past year. The long-term incentive awards granted for the 2023 performance year consisted of performance shares (approximately 27% of total awarded compensation) and stock-settled RSUs (approximately 22% of total awarded compensation). All of the equity awards vest over a three-year period. The terms of the performance share awards are substantially similar to the terms of the Financial Performance Share awards granted to our CEO in 2023, as described earlier under “Performance Share Awards” beginning on page 77. The table below summarizes the NEO compensation program that the Committee and the Independent Directors approved for the 2023 performance year. The total target compensation of the NEOs for the 2023 performance year was composed of base salary awarded at the beginning of the performance year and a year-end incentive opportunity that, if granted, may consist of equity awards in the form of performance shares and/or RSUs, and a cash incentive. The chart below shows the 2023 components of NEO compensation as an approximate percentage of NEO total target compensation: Base Salary 18% Cash-Based 51% Cash Incentive 33% Equity-Based 49% Total target Compensation Range $4.97 million - $6.73 million Long-term incentives (Performance Shares and RSUs) 49%

  135. 2023 NEO Compensation Program and Components

    | Compensation Element | Timing of Award Determination | Basis for Award | Vesting Schedule | Performance and Recovery Provisions | | Base Salary | January 2023 | Overall experience, skills, performance, knowledge, and market data | Paid in cash throughout the performance year | Not applicable | | Cash Incentive | February 2024 | Reward for 2023 Company Performance | Paid in cash in February 2024 | ∎ Financial restatement clawback | | Performance Shares | February 2024 | Reward for 2023 Individual Performance and Incentive for Long-Term Company Performance | Vest at the end of the 3-year performance period based on achievement of performance factors | ∎ Performance share reduction ∎ Misconduct clawback ∎ Financial restatement clawback | | Stock-Settled RSUs | | | 3-year ratable vesting | ∎ Performance-based vesting provisions ∎ Misconduct clawback ∎ Financial restatement clawback |

  136. 2023 NEO Compensation Program and Components

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

  137. 2023 NEO Compensation Program and Components

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

  138. Year-End Incentive Awards

    Year-End Incentive Awards A portion of the NEOs’ 2023 compensation consisted of an opportunity for a year-end incentive award based on Company and the NEO’s individual performance in 2023. This award, if granted, may consist of long-term incentive awards in the form of performance shares and/or RSUs, and a cash incentive award. In February 2024, the Committee and the Independent Directors determined to award each NEO performance shares, a cash incentive award, and RSUs as recognition of Company and NEO individual performance in 2023. The year-end incentive awards are subject to performance-based vesting and clawback provisions as discussed below under “Additional Performance Conditions and Recovery Provisions” beginning on page 95.

  139. Cash Incentive Awards

    Cash Incentive Awards The cash incentive awards provided to the NEOs are based on the Committee’s evaluation of the Company’s performance during 2023. In January 2023, the Committee and the Independent Directors established a target value for the cash incentive for each NEO consisting of approximately 25% of the NEOs’ total target compensation. The Committee and the Independent Directors may determine to award 0% to 150% of the cash incentive target value based on Company performance. For purposes of the cash incentive awards, the Committee and the Independent Directors assess the Company’s performance based on the Performance Factors. The Committee believes that these factors appropriately reflect and balance near-term performance and long-term success for the Company’s customers, associates, and stockholders. See “Company Performance Assessment” beginning on page 83 for details regarding the Performance Factors. In February 2024, the Committee and the Independent Directors approved cash incentive awards for the NEOs ranging from approximately $1.9 million to $2.5 million, representing a payout at 150% of the target award values established by the Committee in January 2023, based on actual Company performance in 2023. Individual details for each NEO are provided in the table below showing compensation by performance year. The assessment of Company performance for the NEOs is consistent with the assessment performed in connection with the CEO year-end incentive award. The Committee and the Independent Directors determined that these awards were appropriate in light of the Company’s performance as described under “2023 Year-End Incentive Determination” beginning on page 81 in connection with the determinations by the Committee and the Independent Directors relating to the CEO’s year-end incentive awards.

  140. Long-Term Incentive Awards

    Long-Term Incentive Awards Long-term incentive awards are designed to reward individual performance and align a significant portion of compensation with achievement of both annual and long-term performance goals. In determining the actual amounts to be awarded to each NEO, the Committee considered each NEO’s contribution to the Company’s performance for 2023, as well as the individual performance of each NEO. The Committee also received input from the CEO on his assessment of each NEO’s individual performance and his recommendations for compensation of the NEOs. The CEO also assessed the degree to which the NEO balanced risks inherent in the NEO’s role. These assessments included the use of both quantitative and qualitative risk measures and were compiled by the Chief Enterprise Risk Officer and reviewed by the Chief Human Resources Officer, and separately the Chief Audit Officer compiled and reviewed the assessment for the Chief Enterprise Risk Officer and the Chief Credit and Financial Risk Officer, before such assessments were presented to the Committee and the Independent Directors for their consideration.

  141. Long-Term Incentive Awards

    | 92 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  142. Long-Term Incentive Awards

    In February 2024, the Committee and the Independent Directors granted long-term incentive awards, consisting of stock-settled RSUs and performance shares, to the NEOs, as recognition for individual NEO performance in 2023 and to drive further long-term performance. The long-term incentive awards granted to these NEOs for performance year 2023 ranged from approximately $2.7 million to $3.7 million. Long-term incentive awards are linked to performance in two ways:

  143. Long-Term Incentive Awards

    | ∎ | The size of the award is based on each NEO’s individual performance assessment for the year just completed |

  144. Long-Term Incentive Awards

    | ∎ | The ultimate value of the award is dependent on Capital One’s performance over time |

  145. Long-Term Incentive Awards

    The terms of the performance share awards are substantially similar to the terms of the Financial Performance Shares awarded to our CEO for performance year 2023, as described earlier under “Performance Share Award Metrics” beginning on page 78. The NEOs do not receive TSR Performance Shares. The NEO stock-settled RSUs vest ratably in one-third increments starting on the first anniversary of the grant date.

  146. Andrew M. Young - Chief Financial Officer

    Andrew M. Young - Chief Financial Officer Mr. Young was awarded a cash incentive of $1,864,500 and long-term incentive awards consisting of 9,236 stock-settled RSUs and a target amount of 11,083 performance shares with a total grant date fair value for both awards of $2,734,125. The Committee and the Independent Directors determined to grant these awards based upon Mr. Young’s leadership of the Company’s finance organization, robust investor outreach agenda, well-managed efforts to drive efficiencies leveraging technology in financial reporting, and reduction of regulatory risk across key business processes. In addition, the Committee and the Independent Directors also considered Mr. Young’s collaborative partnership across the management team, sound judgment, strong balance sheet, funding and liquidity management during times of market dislocation, and commitment to talent development and Company culture.

  147. Frank G. LaPrade, III - Chief Enterprise Services Officer and Chief of Staff to the CEO

    Frank G. LaPrade, III - Chief Enterprise Services Officer and Chief of Staff to the CEO Mr. LaPrade was awarded a cash incentive of $2,524,500 and long-term incentive awards consisting of 12,503 stock-settled RSUs and a target amount of 15,003 performance shares with a total grant date fair value for both awards of $3,701,207. The Committee and the Independent Directors determined to grant these awards based upon Mr. LaPrade’s role in key strategic initiatives, including our data transformation initiative and international expansion, the exceptional performance of the Company’s brand marketing, his sound judgment, and thoughtful and rigorous management of risk. The Committee and the Independent Directors also considered Mr. LaPrade’s inspirational leadership and problem solving, as well as his focus on recruiting, developing and retaining strong talent.

  148. Sanjiv Yajnik - President, Financial Services

    Sanjiv Yajnik - President, Financial Services Mr. Yajnik was awarded a cash incentive of $2,370,000 and long-term incentive awards consisting of 11,742 stock-settled RSUs and a target amount of 14,091 performance shares with a total grant date fair value for both awards of $3,476,088. The Committee and the Independent Directors determined to grant these awards based upon Mr. Yajnik’s leadership driving solid performance in the Financial Services business, establishment of partnerships, strategic enhancements to the Dealer Navigator and Auto Navigator platforms, and focus on constant innovation. The Committee and the Independent Directors also considered Mr. Yajnik’s motivational leadership, development of strong talent, elevation of the Company’s brand as a recognized community leader in diversity and as a top place to work, as well as his focus on maintaining strong customer satisfaction.

  149. Robert M. Alexander - Chief Information Officer

    Robert M. Alexander - Chief Information Officer Mr. Alexander was awarded a cash incentive of $2,070,000 and long-term incentive awards consisting of 10,256 stock-settled RSUs and a target amount of 12,307 performance shares with a total grant date fair value for both awards of $3,036,077. The Committee and the Independent Directors determined to grant these awards to Mr. Alexander based upon his strong leadership, which created operational efficiencies, drove strategic initiatives and focused on risk management and cybersecurity which led to the FRB lifting its cyber-related consent order. The Committee and the Independent Directors also considered Mr. Alexander’s leadership in the Company’s international expansion and his significant investment in inclusivity and talent development.

  150. NEO Compensation by Performance Year

    | Name | Performance Year | Base Salary | Year-End Incentive | | | Total | | | | Cash Salary | Cash Incentive | Long-Term Incentive | | | | | | | | Stock- Settled RSUs | Performance Shares | | | Andrew M. Young | 2023 | $987,577 | $1,864,500 | $1,242,796 | $1,491,328 | $5,586,201 | | | 2022 | $940,692 | $1,656,200 | $1,182,289 | $1,418,840 | $5,198,021 | | | 2021 | $894,815 | $1,687,500 | $1,125,076 | $1,350,032 | $5,057,423 | | Frank G. LaPrade, III | 2023 | $1,341,385 | $2,524,500 | $1,682,404 | $2,018,804 | $7,567,093 | | | 2022 | $1,292,154 | $2,286,200 | $1,877,200 | $2,252,570 | $7,708,124 | | | 2021 | $1,155,538 | $2,175,822 | $1,595,156 | $1,914,127 | $6,840,643 | | Sanjiv Yajnik | 2023 | $1,259,615 | $2,370,000 | $1,580,004 | $1,896,085 | $7,105,704 | | | 2022 | $1,219,077 | $2,146,200 | $1,532,356 | $1,838,781 | $6,736,414 | | | 2021 | $1,136,231 | $2,139,822 | $1,495,653 | $1,794,754 | $6,566,460 | | Robert M. Alexander(1) | 2023 | $1,100,077 | $2,070,000 | $1,380,047 | $1,656,030 | $6,206,154 | | | 2022 | $— | $— | $— | $— | $— | | | 2021 | $— | $— | $— | $— | $— |

  151. 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. |

  152. Additional Performance Conditions and Recovery Provisions

    | ∎ | Performance share reduction |

  153. Performance-Based Vesting Provisions

    | Performance- Based Vesting Provisions | We include performance-based vesting provisions in each award of stock options, if any, and stock-settled RSUs granted to NEOs and each award of cash-settled RSUs granted 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. |

  154. Performance-Based Vesting Provisions

    The ultimate value that our NEOs receive from equity-based incentive awards is tied to our stock price performance over the vesting period. In addition, the Committee nevertheless determined that these awards should be subject to additional performance conditions so that the value received by the executives is also conditioned upon the Company continuing to meet certain operating performance thresholds for each and every fiscal year ending in the three-year vesting period. Any forfeitures will be cumulative over the three-year vesting period. In this manner, regardless of our executives’ past performance and our stock price performance, the awards subject to performance-based vesting remain at risk of complete forfeiture over the three-year vesting period. Performance-based vesting provisions apply to the following awards:

  155. Performance-Based Vesting Provisions

    | ∎ | All NEO stock-settled RSUs |

  156. Performance-Based Vesting Provisions

    | ∎ | All CEO cash-settled RSUs |

  157. Performance-Based Vesting Provisions

    These performance conditions do not present any upside potential for the NEOs’ compensation but instead create an additional at-risk element to the compensation that has been awarded to them. Imposing these additional performance conditions is designed to further reflect our approach of balancing risk and performance over the long term. For awards granted since January 2014, vesting is conditioned on the Company achieving positive Core Earnings (as defined below). If Core Earnings are not positive for any fiscal year in the vesting period, the named executive officer will automatically forfeit 50% of one year’s worth of vesting (i.e., one-sixth of the total award). In addition, the Committee will determine the extent to which any named executive officer was accountable for the outcome and, based on such determination, the Committee will decide whether any or all of the remaining 50% of one year’s worth of vesting will also be forfeited. The Committee may also decide to delay the vesting of the applicable portion of the award not so forfeited. For the NEOs, these determinations will be made each year prior to the scheduled vesting date, based on the Core Earnings for the fiscal year ended prior to such vesting date. For the CEO, these determinations will be made prior to the scheduled vesting date at the end of the three-year vesting period, taking into account Core Earnings for each fiscal year within the period. Core Earnings focuses on whether profits are being generated by our basic business, as opposed to other factors that may not reflect business fundamentals. The applicable award agreements define “Core Earnings” to mean the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (i) impairment or amortization of goodwill and intangible assets, and (ii) the build or release of the allowance for credit losses, calculated as the difference between the provision for credit losses and charge-offs, net of recoveries. The Committee believes that Core Earnings is an appropriate performance metric to employ for these performance-based vesting provisions because the metric captures major operational costs and risks to the Company’s business, including charge-offs, operating expenses, market and competitive risks, and costs to maintain adequate levels of capital and liquidity. The metric is based on net income available to common stockholders and it also includes the impact of discontinued operations.

  158. Performance Share Reduction

    Performance Share Reduction

  159. Performance Share Reduction

    | Performance Share Reduction | Each performance share award granted to the NEOs 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 ROTCE. The total value can be reduced to zero if positive Adjusted ROTCE is not achieved in all of the three years in the performance period. This reduction can occur regardless of where Adjusted ROTCE ranks relative to a comparator group. |

  160. Performance Share Reduction

    Each of the performance share awards granted to the NEOs is subject to reduction in the event that the Company’s Adjusted ROTCE for any fiscal year in the three-year performance period is not positive. These reductions will occur regardless of how well the Company’s Adjusted ROTCE compares to the Performance Share Peers. If the Company does not achieve positive Adjusted ROTCE for one year in the performance period, the total number of shares issued on the vesting date will be reduced by one-sixth. If the Company does not achieve positive Adjusted ROTCE for two years in the performance period, the total number of shares issued on the vesting date will be reduced by one-third. If the Company does not achieve positive Adjusted ROTCE for any of the three years in the performance period, the NEOs will forfeit the entire award. In this manner, even if we outperform compared to the comparator group, the performance share awards are at risk of complete forfeiture if we do not achieve a threshold level of performance on an absolute basis. For additional information, see “Performance Share Award Formula” on page 79.

  161. Misconduct Clawback

    | Misconduct Clawback | Each incentive award granted to the NEOs, other than the cash incentive award granted to the NEOs other than the CEO, is subject to a recoupment policy that allows 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 NEO committed the misconduct or failed in their responsibility to manage or monitor the applicable conduct or risks. |

  162. Financial Restatement Clawback

    | Financial Restatement Clawback | Each incentive award granted to the NEOs is subject to a recoupment policy that allows the Company to recover compensation following a financial restatement. |

  163. Use of Outside Consultants for NEO Compensation

    Use of Outside Consultants for NEO Compensation The Committee engages FW Cook, an independent compensation consultant, to assist in the design of the CEO compensation program. FW Cook assists the Committee in a number of ways, including proposing and evaluating a peer comparator group, gathering relevant compensation data from the peer group, discussing relevant market trends and context and developing recommendations on possible plan designs. The Chief Human Resources Officer and other members of the Company’s Human Resources department assist the CEO in developing compensation recommendations for the NEOs other than the CEO for the Committee’s consideration. The Human Resources department typically uses multiple surveys as sources of market compensation data. FW Cook also provides additional market reference points that the Committee and the Independent Directors use when evaluating NEO compensation, and other outside consultants provide information to the Human Resources department regarding market practices, trends, and research reports. The Human Resources department is responsible for analyzing the information obtained from the outside consultants and presenting it to the CEO, who considers the information and makes his compensation recommendations for the other NEOs to the Committee and the Independent Directors. A consultant from FW Cook is present at Committee meetings during which CEO and NEO compensation is discussed and provides market data as well as an independent perspective regarding CEO and NEO compensation practices. FW Cook has no other engagement with, and performs no other services for, Capital One other than the services described above. See the discussion under “Compensation Committee Consultant” beginning on page 42 for additional information about FW Cook.

  164. Peer Groups

    Peer Groups

  165. Peer Group to Determine Level and Components of Compensation

    Peer Group to Determine Level and Components of Compensation In order to attract, retain, and motivate top executive talent and non-employee directors consistent with our compensation program objectives, the Committee reviews data annually from a group of peer companies that are similar in size, business, and industry to the Company. These organizations are intended to represent the marketplace of companies with which Capital One competes for business and for executive talent. The compensation data from the peer group is used to inform the Committee’s determination of the structure and the total compensation target values of the compensation program for the NEOs other than the CEO as well as the total level of compensation for the CEO. The peer comparator group is reviewed each year and adjusted, as appropriate, so that the peer comparator group companies reflect Capital One’s competitive environment. The Committee examines pay practices and data for the peer group companies as a source of benchmarking data to assess the competitiveness of our compensation levels and pay components. As part of this analysis, a consultant from FW Cook presents a comprehensive report to the Committee that highlights the size, scope, and performance information from the peer companies across a variety of metrics and presents recommendations for changes to the peer group, as applicable. The Committee specifically considers the Company’s percentile rank versus peer comparator companies across the following financial metrics:

  166. Peer Group to Determine Level and Components of Compensation

    | ∎ Revenue ∎ Assets ∎ Market value ∎ Net income available to common stockholders ∎ U.S. deposits ∎ Loans held for investment ∎ Diluted EPS growth | ∎ Adjusted ROA ∎ Common equity Tier 1 capital ratio ∎ Charge-off rate ∎ Ratio of stock price to tangible book value ∎ Ratio of stock price to earnings ∎ TSR |

  167. Peer Group to Determine Level and Components of Compensation

    After reviewing this information, the Committee recommends a final peer comparator group to the Independent Directors for approval. The peer comparator group is reviewed each year and adjusted, as appropriate, so that the size, scope, performance, and business focus of the peer comparator companies (i) reflect Capital One’s competitive environment, (ii) mitigate market data volatility, (iii) recognize the Company’s focus on technological innovations in the banking industry, and (iv) position the Company near the median with regard to the size of the companies in the group. For 2023, the peer comparator group was the same group as 2022 and included the following companies:

  168. Peer Group to Determine Level and Components of Compensation

    | ∎ Ally Financial (ALLY) | ∎ Goldman Sachs (GS) | ∎ Regions (RF) | | ∎ American Express (AXP) | ∎ J.P. Morgan Chase (JPM) | ∎ Synchrony (SYF) | | ∎ Bank of America (BAC) | ∎ Mastercard (MA) | ∎ Truist Financial (TFC) | | ∎ Citigroup (C) | ∎ Morgan Stanley (MS) | ∎ U.S. Bancorp (USB) | | ∎ Discover Financial Services (DFS) | ∎ PayPal (PYPL) | ∎ Visa (V) | | ∎ Fifth Third Bancorp (FITB) | ∎ PNC Financial Services (PNC) | ∎ Wells Fargo (WFC) |

  169. Peer Group to Determine Level and Components of Compensation

    The Committee and the Independent Directors believe that this peer comparator group reflects the competitive environment for the Company, particularly the performance and business focus of the companies in the peer comparator group and the competition for executive talent. As of December 31, 2023, Capital One was positioned at or near the median of the peer comparator group in terms of total assets, loans, deposits, revenues, market value and net income.

  170. Peer Group to Determine Level and Components of Compensation

    | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 99 |

  171. Peer Group to Determine Settlement of Performance Share Awards

    Peer Group to Determine Settlement of Performance Share Awards For both the Financial Performance Shares and the TSR Performance Shares, the Company’s performance on each metric is assessed over the three-year period relative to the Performance Share Peers. See “Performance Share Award Peer Group” on page 79 for a description and discussion of the Performance Share Peers.

  172. 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. In 2023, each of our NEOs participated in Capital One’s VNQDCP, 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 Internal Revenue Service 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 periodically reviews pension and other deferred compensation 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” on page 112.

  173. Employment Agreements

    Employment Agreements Capital One typically does not enter into defined term employment agreements with the NEOs in order to maintain maximum flexibility in establishing separation terms at the appropriate time and considering their current circumstances. The Committee retains full discretion to approve employment agreements on an exception basis and has done so for exceptional circumstances in the past. None of the current NEOs have an employment agreement.

  174. Change of Control Agreements

    Change of Control Agreements Each NEO currently employed by the Company is a party to an agreement providing certain benefits if the executive’s employment terminates in connection with a change of control, as well as compensation and benefits protections during the two-year period following the change of control. The change of control agreements define compensation and benefits payable to NEOs in certain merger and acquisition scenarios. The Committee believes these agreements provide the NEOs with some certainty and allow the NEOs to remain neutral and consider a full range of strategic decisions that are focused on maximizing stockholder value. The change of control agreements are also intended to allow Capital One’s businesses to operate with minimal disruption in the event of a change of control by providing each NEO with an incentive to remain in their leadership role up to and beyond the transaction date. In addition to compensation and benefits protections during a two-year protection period after a change of control, the NEOs are entitled to severance benefits under the agreements if their employment is actually terminated as a result of (or in anticipation of) certain merger and acquisition scenarios.

  175. Change of Control Agreements

    | 100 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  176. Change of Control Agreements

    Both eligibility for participation and the structure of payments under these agreements are designed to be aligned with market practice in the banking and financial services industry. Our program is designed so that our stockholders are not faced with disproportionate severance costs that may impair potential merger opportunities. In addition, our change of control agreements for executive officers do not provide for excise tax “gross-up” payments. Projections of potential payouts to the NEOs under these agreements are included in the total compensation tally sheets reviewed by the Committee on an annual basis. Although the potential change of control payouts do not necessarily impact annual decisions on NEO pay, reviewing this information allows the Committee to fully understand the downstream implications of its decisions and the resulting impact to the Company and its stockholders. Additional details regarding these agreements can be found under “Payments Under Certain Termination Scenarios” beginning on page 115.

  177. Post-Employment Compensation Practices

    Post-Employment Compensation Practices The CEO has no employment or severance arrangement with the Company other than the change of control agreement as described above. If an NEO, excluding the CEO, separates from Capital One, they are entitled to receive the amounts set forth in the Company’s Executive Severance Plan, which provides for a payment of up to 30% of the NEO’s then-current total target compensation plus a pro-rated severance bonus based on the NEO’s target cash incentive in the event of involuntary termination without cause due to restructuring. Additional benefits include partially subsidized health, dental, and vision benefits for a period of up to 18 months through continuation of health coverage (“COBRA”), and outplacement services for a period of up to one year following separation. The Committee may exercise its discretion in approving additional amounts in light of all relevant circumstances, including the NEO’s term of employment, past accomplishments, reasons for separation from the Company, potential risks, and the NEO’s willingness to restrict their future action(s), such as through an agreement not to compete or solicit the Company’s customers or associates. In addition, following a separation from Capital One, certain equity-based awards will continue to vest according to their original terms, as described under “Payments Under Certain Termination Scenarios” beginning on page 115. Capital One has entered into agreements with certain NEOs that contain restrictive covenants related to confidentiality, non-competition, non-solicitation, and ownership of work product. For additional information, see “Restrictive Covenants” beginning on page 114. Upon retiring from the Company, associates, including the NEOs, will have access to a variety of medical plans through a private exchange. Generally, retirees who meet the criteria for subsidized retiree medical coverage and enroll in a plan through the private exchange will receive funding from Capital One in a Health Reimbursement Account (“HRA”). NEOs who meet the retirement criteria may also elect to receive 18 months of COBRA coverage. In addition, certain equity-based awards will continue to vest according to their original terms, as described under “Payments Upon Retirement” beginning on page 115.

  178. Equity Grant Practices

    Equity Grant Practices Capital One strives to maintain equity grant practices that demonstrate high standards of corporate governance. Annual incentive awards generally are approved by the Committee and the Independent Directors (or by authority delegated to the Chief Human Resources Officer for certain associates who are not executive officers) at regularly scheduled meetings in the first quarter of each year. The date of grant is the actual date on which the Committee approves the awards. The Committee may grant awards of restricted stock, RSUs, stock options, or other equity awards outside of the annual incentive cycle. The Committee has delegated authority to the CEO to award restricted stock and to the Chief Human Resources Officer to award stock-settled and cash-settled RSUs (but not options or other equity awards) to associates who are not executive officers, subject to a maximum amount of $2 million for any associate in any one year with an aggregate $50 million annual limit. These awards are designed to be used for new hires and for special programs designed by management to incentivize, retain, and reward current associates of the Company. The Committee reviews all grants made by delegation at least once per year and approves all grants that exceed the annual delegation limit. With respect to awards of stock options, the exercise price is always the Fair Market Value of Capital One common stock on the date of grant. Under the terms of our 2004 Stock Incentive Plan, “Fair Market Value” is equal to the closing price of Capital One common stock on the date of grant. The Company does not seek to time equity grants to take advantage of material non-public information, and in no event is the grant date set to a date that is prior to the date of approval.

  179. 2023 Summary Compensation Table

    2023 Summary Compensation Table The Summary Compensation Table below provides information about compensation for the fiscal years ended December 31, 2023, 2022, and 2021 for the NEOs. As discussed in the “Compensation Discussion and Analysis” section beginning on page 63, our executive compensation program is heavily weighted towards equity-based and at-risk elements of compensation. Under SEC rules, equity-based compensation is reported in the Summary Compensation Table below in the year in which it is awarded, which may not correlate to the year for which it is paid. With respect to the compensation reported below for our CEO:

  180. 2023 Summary Compensation Table

    | ∎ | 82% of the CEO’s total compensation shown in the table below for 2023 and 83% of the CEO’s 2023 performance year compensation is equity-based and at-risk to the performance of the Company’s stock price, with 100% of his compensation deferred for at least three years. |

  181. 2023 Summary Compensation Table

    | ∎ | Amounts shown in the table below for the CEO for 2023 represent cash-settled RSUs granted in January 2023 and a deferred cash bonus awarded in February 2024 for 2023 performance. The CEO also was granted cash-settled RSUs and performance shares in February 2024 for the 2023 performance year, which are not shown in the table below. |

  182. 2023 Summary Compensation Table

    | ∎ | Amounts shown in the “Stock Awards” column for 2023 also include cash-settled RSUs granted to the CEO in January 2023 for the 2022 performance year. |

  183. 2023 Summary Compensation Table

    With respect to the compensation reported below for the NEOs other than the CEO:

  184. 2023 Summary Compensation Table

    | ∎ | In 2023, 2022 and 2021, base salary comprised approximately 20% of total target compensation and a cash incentive comprised approximately 25% of total target compensation. |

  185. 2023 Summary Compensation Table

    | ∎ | Amounts shown in the table below also include performance shares and stock-settled RSUs granted in January or February of that year for the prior performance year. The NEOs also were granted equity awards in February 2024 for the 2023 performance year, which are not shown in the table below. See footnote 2 to the Summary Compensation Table on page 105, for more details on the amendments to the Financial Performance Share award agreements and the TSR Performance Share award agreements granted in February 2021. |

  186. 2023 Summary Compensation Table

    | 104 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  187. 2023 Summary Compensation Table

    Amounts paid to the CEO and the other NEOs in 2023 for other compensation and benefit programs are listed under the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” and “All Other Compensation” columns. The details of these program amounts are provided in the footnotes to the table:

  188. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(3) | All Other Compensation (*) | Total | | Richard D. Fairbank Chairman and CEO(4) | 2023 | $— | $5,000,000 | $23,458,681 | $10,832 | $120,060 | $28,589,573 | | | 2022 | $— | $4,250,000 | $23,248,940 | $5,462 | $100,909 | $27,605,311 | | | 2021 | $— | $4,550,000 | $15,817,843 | $3,540 | $86,170 | $20,457,553 | | Andrew M. Young Chief Financial Officer(5) | 2023 | $987,577 | $1,864,500 | $2,601,129 | $— | $206,771 | $5,659,977 | | | 2022 | $940,692 | $1,656,200 | $2,475,108 | $— | $190,486 | $5,262,486 | | | 2021 | $894,815 | $1,687,500 | $604,534 | $— | $179,450 | $3,366,299 | | Frank G. LaPrade, III Chief Enterprise Services Officer and Chief of Staff to the CEO(5) | 2023 | $1,341,385 | $2,524,500 | $4,345,491 | $— | $268,922 | $8,480,298 | | | 2022 | $1,292,154 | $2,286,200 | $3,509,283 | $— | $247,826 | $7,335,463 | | | 2021 | $1,155,538 | $2,175,822 | $3,041,144 | $— | $228,788 | $6,601,292 | | Sanjiv Yajnik President, Financial Services(5) | 2023 | $1,259,615 | $2,370,000 | $3,604,059 | $— | $316,895 | $7,550,569 | | | 2022 | $1,219,077 | $2,146,200 | $3,290,407 | $— | $310,343 | $6,966,027 | | | 2021 | $1,136,231 | $2,139,822 | $3,283,589 | $— | $469,069 | $7,028,711 | | Robert M. Alexander, Chief Information Officer(6) | 2023 | $1,100,077 | $2,070,000 | $3,586,636 | $— | $237,865 | $6,994,578 | | | 2022 | $— | $— | $— | $— | $— | $— | | | 2021 | $— | $— | $— | $— | $— | $— |

  189. 2023 Summary Compensation Table

    | (1) The amount shown in this column for Mr. Fairbank in 2023 reflects his deferred cash bonus awarded in February 2024 for 2023 performance as described under “Year-End Incentive Opportunity” beginning on page 77. For NEOs other than Mr. Fairbank, the amount shown in this column for 2023 reflects the cash incentive awarded in February 2024 for 2023 performance, as described under “2023 NEO Compensation Program and Components” beginning on page 90. |

  190. 2023 Summary Compensation Table

    | (2) The amounts shown in this column represent the grant date fair value of performance shares, stock-settled RSUs, and cash-settled RSUs granted to the NEOs, 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. The grant date fair value for the 2023 TSR Performance Shares granted to Mr. Fairbank is determined by multiplying the target number of shares by a valuation using a Monte Carlo simulation, which determined a grant date fair value of $126.89 per share (109.32% of the Company’s closing stock price on the grant date). The valuation was based on a Monte Carlo simulation using the following assumptions: (i) expected volatility based on the historical stock price volatility of the Company and the implied volatility of the Company’s exchange-traded options (44.81%); (ii) expected risk-free interest rate based on the U.S. Treasury rates as of the grant date (3.86%); and (iii) the length of the remaining performance period as of the grant date (2.93 years). See footnote 3 to the 2023 Grants of Plan-Based Awards Table below for additional information, including performance share awards at maximum performance on a per executive basis. The amounts shown also include the incremental expense from the amendment of the performance share awards agreements originally granted on February 4, 2021 to Messrs. Fairbank, LaPrade, Yajnik, and Alexander to give the Committee the ability to take into consideration companies that failed, merged, or were acquired during the performance period for the purposes of defining the Performance Share Peers, but do not yet include the incremental expense from the amendment of the performance share award agreements originally granted on February 3, 2022 and January 26, 2023. |

  191. 2023 Summary Compensation Table

    | (3) The amounts shown in this column represent the change in the actuarial present value of the accumulated pension benefits for Mr. Fairbank under the Cash Balance Pension Plan and the Excess Cash Balance Plan. |

  192. 2023 Summary Compensation Table

    | (4) Mr. Fairbank’s compensation for 2023 consisted of cash-settled RSUs and a year-end incentive opportunity (which was paid in the form of a deferred cash bonus, cash-settled RSUs, and performance shares), in addition to certain perquisites. Mr. Fairbank received a portion of his total compensation for 2023 in January 2023 (cash-settled RSUs), which is reflected in the table above for 2023. Mr. Fairbank received the remainder of his compensation for 2023 in February 2024 (the year-end incentive opportunity delivered in the form of a deferred cash bonus, cash-settled RSUs, and performance shares). The portion of the year-end incentive opportunity delivered as a deferred cash bonus to Mr. Fairbank in February 2024 is included in the table above, while the portion delivered as cash-settled RSUs and performance shares will be included in next year’s table pursuant to SEC rules. See “CEO Compensation by Performance Year” beginning on page 87 for more information on how the Committee makes compensation decisions and to which year the compensation awards relate. |

  193. 2023 Summary Compensation Table

    | (5) For NEOs other than the CEO, compensation for 2023 consisted of a cash base salary, a cash incentive, performance shares, and stock-settled RSUs, in addition to certain perquisites. The performance shares and stock-settled RSUs awarded for 2023 performance were granted in February 2024 and are not included in the table above. The performance shares and stock-settled RSUs granted in January |

  194. 2023 Summary Compensation Table

    | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 105 |

  195. 2023 Summary Compensation Table

    | 2023 for 2022 performance are included in the table above for 2023. See “NEO Compensation by Performance Year” beginning on page 94 for more information on how the Committee makes compensation decisions and to which year the compensation awards relate. |

  196. 2023 Summary Compensation Table

    | (6) In accordance with SEC rules, no amounts are reported for Mr. Alexander for 2022 and 2021 because he was not an NEO in 2022 and 2021. |

  197. 2023 Summary Compensation Table

    | (*) | All other compensation for the NEOs consists of the following: |

  198. 2023 Summary Compensation Table

    | Named Executive Officer | Auto(a) | Travel and Aircraft(b) | Health Screening(c) | Security(d) | Company Contributions to Defined Contribution Plans(e) | Insurance(f) | Other(g) | | Richard D. Fairbank | $— | $— | $2,083 | $27,994 | $— | $39,300 | $50,683 | | Andrew M. Young | $27,461 | $— | $3,100 | $— | $163,950 | $4,260 | $8,000 | | Frank G. LaPrade, III | $26,789 | $— | $3,545 | $7,301 | $216,750 | $9,600 | $4,937 | | Sanjiv Yajnik | $74,947 | $— | $3,338 | $4,196 | $204,450 | $18,960 | $11,004 | | Robert M. Alexander | $38,214 | $— | $3,990 | $0 | $180,450 | $9,600 | $5,612 |

  199. 2023 Summary Compensation Table

    | (a) The cost of these benefits is determined on an annual basis and includes, as applicable, annual car lease or car service, automobile service fees, costs attributable to the difference between fair market value and the purchase price paid for the leased vehicle, and other related miscellaneous expenses (such as fuel and maintenance). Mr. Fairbank does not participate in the Company-provided automotive benefit. |

  200. 2023 Summary Compensation Table

    | (b) NEOs are required to reimburse the Company for personal use of the corporate aircraft, subject to limitations under federal aviation regulations and other applicable law. In 2023, there was no incremental cost associated with the NEOs’ use of the corporate aircraft for personal travel. |

  201. 2023 Summary Compensation Table

    | (c) Represents cost attributable to the annual physical program where executives have the opportunity to receive a comprehensive health screening once a year. |

  202. 2023 Summary Compensation Table

    | (d) Represents aggregate cost to the Company for home security services provided to executives. The amounts also include costs attributable to a security guard who provides personal security to Mr. Fairbank and operates Mr. Fairbank’s personal vehicle. The percent of personal use of the security guard’s services is applied to the full expense amount of personal security. |

  203. 2023 Summary Compensation Table

    | (e) Represents Company contributions under qualified (401(k)) and non-qualified deferred compensation programs and other supplemental executive retirement benefits. The maximum 401(k) match for calendar year 2023 was $24,750 which all NEOs except the CEO received. See the 2023 Non-Qualified Deferred Compensation table below for additional information on the contribution. |

  204. 2023 Summary Compensation Table

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

  205. 2023 Summary Compensation Table

    | (g) Represents contributions made by Capital One to charitable organizations chosen by the CEO (for 2023, the amount of these contributions was $40,000) and the other NEOs. This also includes NEO usage of Capital One-sponsored event tickets, memberships to Velocity Black, and recognition items. |

  206. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The Grants of Plan-Based Awards table provides details on equity incentive plan awards granted in 2023, including cash-settled RSUs, performance shares, 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 incentives awarded to the NEOs.

  207. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table

  208. 2023 Grants of Plan-Based Awards Table

    | Name | 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 | Grant Date Fair Value of Stock Awards | | | | | Threshold | Target | Maximum | | | | Richard D. Fairbank | Financial Performance Shares(2) | 1/26/2023 | 0 | 106,833 | 160,250 | — | $12,400,106 | | | TSR Performance Shares(3) | 1/26/2023 | 0 | 35,539 | 53,309 | — | $4,509,544 | | | Cash-Settled RSUs(4) | 1/26/2023 | — | — | — | 24,555 | $2,850,099 | | | Cash-Settled RSUs(5) | 1/26/2023 | — | — | — | 21,539 | $2,500,032 | | Andrew M. Young | Financial Performance Shares(2) | 1/26/2023 | 0 | 12,224 | 18,336 | — | $1,418,840 | | | Stock-Settled RSUs | 1/26/2023 | — | — | — | 10,186 | $1,182,289 | | Frank G. LaPrade, III | Financial Performance Shares(2) | 1/26/2023 | 0 | 19,407 | 29,111 | — | $2,252,570 | | | Stock-Settled RSUs | 1/26/2023 | — | — | — | 16,173 | $1,877,200 | | Sanjiv Yajnik | Financial Performance Shares(2) | 1/26/2023 | 0 | 15,842 | 23,763 | — | $1,838,781 | | | Stock-Settled RSUs | 1/26/2023 | — | — | — | 13,202 | $1,532,356 | | Robert M. Alexander | Financial Performance Shares(2) | 1/26/2023 | 0 | 15,900 | 23,850 | — | $1,845,513 | | | Stock-Settled RSUs | 1/26/2023 | — | — | — | 13,250 | $1,537,928 |

  209. 2023 Grants of Plan-Based Awards Table

    | (1) Date on which awards were approved by the Committee and the Independent Directors and granted to the NEOs. |

  210. 2023 Grants of Plan-Based Awards Table

    | (2) The Financial Performance Shares are reported based on the probable outcome of the performance conditions as of the grant date and excludes potential accrued dividend equivalents. The amounts shown do not include the incremental expense from the amendment of the performance share awards agreements originally granted on February 4, 2021 to Messrs. Fairbank, LaPrade, Yajnik, and Alexander, as provided in the Summary Compensation Table on page 104. The amounts shown also do not include the incremental expense from the amendments of the performance share award agreements originally granted on February 3, 2022 and January 26, 2023. |

  211. 2023 Grants of Plan-Based Awards Table

    | (3) The TSR Performance Shares granted to Mr. Fairbank are reported based on the probable outcome of the performance conditions as of the grant date. See footnote 2 to the 2024 Summary Compensation Table above for additional information regarding the grant date fair value for the TSR Performance Shares. The amounts shown do not include the incremental expense from the amendment of the performance share award agreement originally granted on February 4, 2021 to Mr. Fairbank as provided in the Summary Compensation Table on page 104. The amounts shown also do not include the incremental expense from the amendments of the performance share award agreements originally granted on February 3, 2022 and January 26, 2023. |

  212. 2023 Grants of Plan-Based Awards Table

    | (4) Grant of cash-settled RSUs after the end of the performance year, representing a portion of Mr. Fairbank’s 2022 year-end incentive opportunity. |

  213. 2023 Grants of Plan-Based Awards Table

    | (5) Grant of cash-settled RSUs at the beginning of the performance year, representing a portion of Mr. Fairbank’s 2023 total compensation. |

  214. 2023 Grants of Plan-Based Awards Table

    | 108 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  215. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table

  216. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | 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 | 108,944 | $4,210,625 | 203,125 | $22,380,304 | | Andrew M. Young | — | $— | 5,767 | $661,071 | | Frank G. LaPrade, III | 27,955 | $1,220,539 | 28,919 | $3,208,977 | | Sanjiv Yajnik | — | $— | 32,321 | $3,582,486 | | Robert M. Alexander | — | $— | 24,848 | $2,757,504 |

  217. 2023 Option Exercises and Stock Vested Table

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

  218. 2023 Option Exercises and Stock Vested Table

    | (2) The value realized for awards, other than certain cash-settled RSUs and performance shares, is the pre-tax value of the number of shares multiplied by the closing price of Capital One common stock on the vesting date, as reported by the NYSE Composite Transaction Tape. For performance shares, the value realized also reflects the accrued dividends paid out as additional shares as of the date the performance share award results were certified by the Committee. Except for cash-settled RSUs that were vested and released in connection with tax withholding on January 26, 2023, the pre-tax value realized for all other cash-settled RSUs and value realized is the number of shares multiplied by the closing price of Capital One common stock for the 15 trading days preceding the vesting date, in accordance with the terms of the applicable awards. The value included in the table above that was realized from cash-settled RSUs for Mr. Fairbank was $4,310,529. |

  219. 2023 Option Exercises and Stock Vested Table

    | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 109 |

  220. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table

  221. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Option Awards(1) | | | | | Stock Awards | | | | | | 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 | 1/29/2015 | 115,812 | — | $74.96 | 1/28/2025 | — | $— | — | $— | | | 2/4/2016 | 106,973 | — | $63.73 | 2/3/2026 | — | $— | — | $— | | | 2/2/2017 | 81,486 | — | $86.34 | 2/2/2027 | — | $— | — | $— | | | 2/4/2021 | — | — | $— | — | 17,270(4) | $2,264,442 | — | $— | | | 2/4/2021 | — | — | $— | — | 15,196(4) | $1,992,500 | — | $— | | | 2/4/2021 | — | — | $— | — | — | $— | 104,916(5) | $13,756,586 | | | 2/4/2021 | — | — | $— | — | — | $— | 39,944(5) | $5,237,457 | | | 2/3/2022 | — | — | $— | — | 20,011(4) | $2,623,842 | — | $— | | | 2/3/2022 | — | — | $— | — | 16,676(4) | $2,186,557 | — | $— | | | 2/3/2022 | — | — | $— | — | — | $— | 138,075(6) | $18,104,394 | | | 2/3/2022 | — | — | $— | — | — | $— | 46,026(6) | $6,034,929 | | | 1/26/2023 | — | — | $— | — | 24,555(4) | $3,219,652 | — | $— | | | 1/26/2023 | — | — | $— | — | 21,539(4) | $2,824,194 | — | $— | | | 1/26/2023 | — | — | $— | — | — | $— | 160,250(6) | $21,011,980 | | | 1/26/2023 | — | — | $— | — | — | $— | 53,309(6) | $6,989,876 | | Andrew M. Young | 2/4/2021 | — | — | $— | — | 1,789(7) | $234,574 | — | $— | | | 2/3/2022 | — | — | $— | — | 5,058(7) | $663,205 | — | $— | | | 2/3/2022 | — | — | $— | — | — | $— | 13,656(6) | $1,790,575 | | | 1/26/2023 | — | — | $— | — | 10,186(7) | $1,335,588 | — | $— | | | 1/26/2023 | — | — | $— | — | — | $— | 18,336(6) | $2,404,216 | | Frank G. LaPrade, III | 2/4/2021 | — | — | $— | — | 4,090(7) | $536,281 | — | $— | | | 2/4/2021 | — | — | $— | — | — | $— | 19,338(5) | $2,535,599 | | | 2/3/2022 | — | — | $— | — | 7,172(7) | $940,393 | — | $— | | | 2/3/2022 | — | — | $— | — | — | $— | 19,362(6) | $2,538,745 | | | 1/26/2023 | — | — | $— | — | 16,173(7) | $2,120,604 | — | $— | | | 1/26/2023 | — | — | $— | — | — | $— | 29,111(6) | $3,817,034 | | Sanjiv Yajnik | 2/4/2021 | — | — | $— | — | 4,416(7) | $579,026 | — | $— | | | 2/4/2021 | — | — | $— | — | — | $— | 20,879(5) | $2,737,654 | | | 2/3/2022 | — | — | $— | — | 6,724(7) | $881,651 | — | $— | | | 2/3/2022 | — | — | $— | — | — | $— | 18,155(6) | $2,380,484 | | | 1/26/2023 | — | — | $— | — | 13,202(7) | $1,731,046 | — | $— | | | 1/26/2023 | — | — | $— | — | — | $— | 23,763(6) | $3,115,805 | | Robert M. Alexander | 2/2/2017 | 21,347 | — | $86.34 | 2/2/2027 | — | $— | — | $— | | | 2/4/2021 | — | — | $— | — | 3,853(7) | $505,205 | — | $— | | | 2/4/2021 | — | — | $— | — | — | $— | 18,215(5) | $2,388,351 | | | 2/3/2022 | — | — | $— | — | 5,593(7) | $733,354 | — | $— | | | 2/3/2022 | — | — | $— | — | — | $— | 15,099(6) | $1,979,781 | | | 1/26/2023 | — | — | $— | — | 13,250(7) | $1,737,340 | — | $— | | | 1/26/2023 | — | — | $— | — | — | $— | 23,850(6) | $3,127,212 |

  222. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) 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 |

  223. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | 110 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  224. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | by the individual for “good reason” within two years following (or in anticipation of) a change of control of Capital One. For the treatment of stock options after the optionee’s retirement, see “Payments Upon Retirement” beginning on page 115 for details. |

  225. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) For stock options, 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. |

  226. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Market value is based on the closing price of a share of Capital One common stock on the last trading day of 2023 as reported by the NYSE Composite Transaction Tape. |

  227. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) 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” on page 96 for details). |

  228. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) Represents the number of shares expected to be issued, excluding accrued dividend equivalents, for the performance share awards granted on February 4, 2021 as of December 31, 2023. Shares were issued on March 11, 2024 with the following issuance date values (including accrued dividends paid out as additional shares): $15,373,629 and $5,853,120, respectively for Mr. Fairbank; $2,833,722 for Mr. LaPrade; $3,059,551 for Mr. Yajnik; and $2,669,093 for Mr. Alexander. 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. |

  229. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) 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 and may range from 0% to 150% of target. 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 Committee will certify the performance of the Company over the applicable performance period by March 15 after the third anniversary of the grant. |

  230. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (7) Awards vest one-third 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” on page 96 for details). |

  231. Pension Benefits

    Pension Benefits

  232. 2023 Pension Benefits Table

    2023 Pension Benefits Table

  233. 2023 Pension Benefits Table

    | Name | Plan Name(1) | Years of Credited Service | Present Value of Accumulated Benefit(2)(3) | Payments During Last Fiscal Year | | Richard D. Fairbank | CBPP | 7.25 | $31,540 | $— | | | Excess CBPP | 7.25 | $122,192 | $— | | Andrew M. Young | — | — | $— | $— | | Frank G. LaPrade, III | — | — | $— | $— | | Sanjiv Yajnik | — | — | $— | $— | | Robert M. Alexander | — | — | $— | $— |

  234. 2023 Pension Benefits Table

    | (1) 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. “Years of Credited Service” reflects years of service from plan inception of October 24, 1988 to December 31, 1995. |

  235. 2023 Pension Benefits Table

    | (2) The amounts shown are the present value of the accrued benefit determined by our external benefits provider, using similar actuarial assumptions and the measurement date used for financial accounting purposes. |

  236. 2023 Pension Benefits Table

    | (3) 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, 2023 measurement date. |

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

    Capital One’s Voluntary Non-Qualified Deferred Compensation Programs Capital One offers a VNQDCP to eligible associates. In 2023, our NEOs, excluding our CEO, could elect to contribute up to 50% of the cash portion of their respective base salaries and up to 90% of their cash incentive on a tax-deferred basis to the VNQDCP. Messrs. Young, LaPrade, Yajnik, and Alexander participated in the program in 2023. In 2023, 100% of the CEO’s deferred cash bonus was mandatorily deferred for three years under the VNQDCP and will be paid in a lump sum in the first quarter of 2026. 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 investments daily among the following ten different investment offerings made available by the plans, which posted the corresponding returns for 2023: Mercer Core Fixed Income Fund Class Y3 (6.4%), Mercer US Large Cap Equity Fund Class Y3 (23.1%), Mercer US Small/Mid Cap Equity Fund Class Y3 (15.3%), Mercer Non-US Core Equity Fund Class Y3 (18.8%), Fidelity Investments Money Market Government Portfolio—Institutional Class (5.1%), Dodge and Cox Balanced Fund (13.8%), Fidelity 500 Index Fund—Institutional Premium Class (26.3%), Fidelity Extended Market Index Fund (25.4%), Fidelity Global ex U.S. Index Fund (15.6%), and Fidelity U.S. Bond Index Fund (5.6%). In 2023, the VNQDCP had total investment earnings of $83,458,229. Distributions under the VNQDCP may be made to participants according to the schedule for distribution that they elect in accordance with plan terms. Distributions can occur based upon the following events: termination of employment (including for retirement), death, disability, in-service distribution election, or change of control. The distribution schedules available under the plan include lump sum and, in the case of retirement, five-, ten-, or fifteen-year annual installments. 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 have been permitted to enter the plan, and no compensation has since been taken into account after this date. Messrs. Fairbank, Young, LaPrade, Yajnik, and Alexander participated in the ESP, and returns on these investments are reported for 2023. 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.

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

    | 112 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  239. 2023 Non-Qualified Deferred Compensation Table

    2023 Non-Qualified Deferred Compensation Table

  240. 2023 Non-Qualified Deferred Compensation Table

    | Name | 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 | VNQDCP | $4,250,000 | $— | $599,757 | $3,068,861 | $12,504,519 | | | ESP | $— | $— | $246,193 | $— | $1,185,134 | | | 2003 Performance Share Award(5) | $— | $— | $9,222,509 | $— | $31,689,082 | | Andrew M. Young | VNQDCP | $92,686 | $139,200 | $232,231 | $— | $1,596,416 | | | ESP | $— | $— | $108 | $— | $1,787 | | Frank G. LaPrade, III | VNQDCP | $13,414 | $192,000 | $1,270,306 | $— | $6,531,158 | | | ESP | $— | $— | $187,781 | $— | $903,950 | | Sanjiv Yajnik | VNQDCP | $12,596 | $179,700 | $808,468 | $— | $4,300,538 | | | ESP | $— | $— | $104,506 | $— | $541,786 | | Robert M. Alexander | VNQDCP | $907,446 | $155,700 | $2,138,728 | $695,188 | $13,164,978 | | | ESP | $— | $— | $199,582 | $— | $1,209,780 |

  241. 2023 Non-Qualified Deferred Compensation Table

    | (1) Reflects executive contributions made for 2023. Mr. Fairbank’s executive contribution under the VNQDCP was a mandatory deferral of the deferred cash bonus awarded in January 2023 for 2022 performance, which was reported in the 2022 Summary Compensation Table. For Messrs. LaPrade and Yajnik, all executive contributions under the VNQDCP were made in the form of base salary deferrals and are reported in the “2023 Summary Compensation Table” beginning on page 104. For Messrs. Young and Alexander, executive contributions under the VNQDCP were made in the form of (i) base salary deferrals, which are reported in the “2023 Summary Compensation Table” beginning on page 104, and (ii) deferrals of cash bonuses awarded in January 2023 for 2022 performance, which were reported in the 2022 Summary Compensation Table. |

  242. 2023 Non-Qualified Deferred Compensation Table

    | (2) Company contributions are also included in the “2023 Summary Compensation Table” beginning on page 104 (see “Company Contributions to Defined Contribution Plans” in the footnote to that table identified with an asterisk). |

  243. 2023 Non-Qualified Deferred Compensation Table

    | (3) Includes earnings on total assets in the VNQDCP and the ESP. Earnings under the VNQDCP and ESP were not above market and therefore are not reported in the Summary Compensation Table. |

  244. 2023 Non-Qualified Deferred Compensation Table

    | (4) All the amounts shown in this column, other than earnings on deferred compensation, were included in compensation amounts reported in the current or prior years for those executives that were NEOs in the applicable year 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 NEO was an NEO in the applicable year): Mr. Fairbank $33,263,750; Mr. Young $446,642; Mr. LaPrade $1,170,696; and Mr. Yajnik $1,524,116. |

  245. 2023 Non-Qualified Deferred Compensation Table

    | (5) Includes the value of 241,680 shares of Capital One common stock earned on March 31, 2007 in connection with performance shares that were granted to Mr. Fairbank in December 2003. 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 2023. |

  246. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  247. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

    2023 Potential Payments and Benefits Upon Termination or Change of Control Table

  248. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

    | Name | Type of Termination | Cash(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(6) | Voluntary Termination(7) | $— | $— | $63,838,263 | $75,000 | $— | $63,913,263 | | | Involuntary Termination | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $63,838,263 | $75,000 | $— | $63,913,263 | | | For Cause Termination | $— | $— | $— | $— | $— | $— | | | Change of Control(8) | $17,829,635 | $— | $63,838,263(9) | $337,677 | $— | $82,005,575 | | Andrew M. Young | Voluntary Termination | $745,500 | $— | $— | $— | $— | $745,500 | | | Involuntary Termination | $4,225,000 | $— | $5,029,894 | $10,000 | $— | $9,264,894 | | | Retirement | $— | $— | $— | $— | $— | $— | | | For Cause Termination | $— | $— | $— | $— | $— | $— | | | Change of Control(8) | $7,330,437 | $420,600 | $5,029,894(9) | $163,184 | $— | $12,944,115 | | Frank G. LaPrade, III | Voluntary Termination(7) | $— | $— | $9,765,031 | $41,000 | $— | $9,806,031 | | | Involuntary Termination | $3,702,000 | $— | $9,765,031 | $10,000 | $— | $13,477,031 | | | Retirement | $— | $— | $9,765,031 | $41,000 | $— | $9,806,031 | | | For Cause Termination | $— | $— | $— | $— | $— | $— | | | Change of Control(8) | $10,682,413 | $556,054 | $9,765,031(9) | $207,209 | $— | $21,210,707 | | Sanjiv Yajnik | Voluntary Termination(7) | $948,000 | $— | $8,940,417 | $65,000 | $— | $9,953,417 | | | Involuntary Termination | $5,372,000 | $— | $8,940,417 | $10,000 | $— | $14,322,417 | | | Retirement | $948,000 | $— | $8,940,417 | $65,000 | $— | $9,953,417 | | | For Cause Termination | $— | $— | $— | $— | $— | $— | | | Change of Control(8) | $9,444,905 | $524,499 | $8,940,417(9) | $238,064 | $— | $19,147,885 | | Robert M. Alexander | Voluntary Termination(7) | $828,000 | $— | $8,199,065 | $51,000 | $— | $9,078,065 | | | Involuntary Termination | $4,692,000 | $— | $8,199,065 | $10,000 | $— | $12,901,065 | | | Retirement | $828,000 | $— | $8,199,065 | $51,000 | $— | $9,078,065 | | | For Cause Termination | $— | $— | $— | $— | $— | $— | | | Change of Control(8) | $8,754,538 | $462,929 | $8,199,065(9) | $185,537 | $— | $17,602,069 |

  249. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

    | (1) Represents cash amounts paid for severance or in relation to enforcement of non-competition covenants as described under “Restrictive Covenants” beginning on page 114. Cash-settled RSUs granted after the end of a performance year are included in the “Acceleration and Continuation of Equity Awards” column. |

  250. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

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

  251. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

    | (3) 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, 2023. For stock awards, this represents the fair market value of the shares on December 31, 2023. 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 an NEO becomes eligible for retirement. Messrs. Fairbank, LaPrade, Yajnik, and Alexander were the only NEOs eligible for retirement as of December 31, 2023. |

  252. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

    | (4) 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 NEOs; does not include the value of programs generally available to all associates upon separation from the Company. |

  253. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

    | (5) Executive officers, including our NEOs, are not eligible for excise tax gross-ups. |

  254. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

    | (6) Mr. Fairbank receives no regular base salary. For 2023, 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 (as defined above). 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. |

  255. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

    | (7) A voluntary termination not for cause would constitute a retirement for each of Messrs. Fairbank, LaPrade, Yajnik, and Alexander, as each of these NEOs was eligible for retirement as of December 31, 2023. |

  256. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

    | 118 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  257. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

    | (8) 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. |

  258. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

    | (9) Unvested equity awards will be treated in a similar manner to a termination of an NEO’s employment following a termination of employment due to death or disability. |

  259. 2023 Potential Payments and Benefits Upon Termination or Change of Control Table

    The table above is intended to reflect potential payments to NEOs across a range of potential separation scenarios, assuming the change of control or separation occurred on December 31, 2023. The amounts shown in the table do not include accrued salary and vacation pay as of the date of termination, and payments and benefits that are provided on a non-discriminatory basis to salaried associates generally upon termination of employment or retirement. The NEOs are also eligible to receive certain pension benefits and certain qualified and non-qualified deferred compensation amounts upon termination. These amounts are outlined in the “2023 Pension Benefits Table” on page 112 and the “2023 Non-Qualified Deferred Compensation Table” on page 113, respectively, and are not included in the table above.

  260. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Act, we are providing the information below to illustrate the relationship between the SEC-defined compensation actually paid (“CAP”) and various measures used to gauge the Company’s financial performance in conformance with Item 402(v) of Regulation S-K. CAP is calculated in accordance with Item 402(v) of Regulation S-K and differs from compensation shown in the Summary Compensation Table on page 104 and CEO and other NEO performance year compensation tables shown on pages 87 and 94, respectively. See below for a reconciliation of the total compensation shown in the Summary Compensation Table to CAP. The Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, see the Compensation Discussion and Analysis section beginning on page 63.

  261. Pay versus Performance Table

    Pay versus Performance Table

  262. Pay versus Performance Table

    | Performance Year | Summary Compensation Table Total for Principal Executive Officer (PEO) (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (1)(2) | Value of Initial Fixed $100 Invested Based on: | | Net Income ($M) | Common Dividends + Growth of Tangible Book Value Per Common Share (4) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | 2023 | $28,589,573 | $56,015,379 | $7,171,356 | $9,620,815 | $137.03 | $133.20 | $4,887 | 18.7% | | 2022 | $27,605,311 | $(758,823) | $11,374,302 | $7,425,259 | $94.95 | $118.77 | $7,360 | (11.3)% | | 2021 | $20,457,553 | $44,692,866 | $5,404,513 | $7,652,216 | $145.28 | $132.75 | $12,390 | 15.8% | | 2020 | $20,119,971 | $13,578,561 | $5,578,452 | $4,068,566 | $97.32 | $98.31 | $2,714 | 6.7% |

  263. Pay versus Performance Table

    | (1) Mr. Fairbank is represented as the principal executive officer (“PEO”) for each of the years shown. For performance year 2023, Messrs. Young, LaPrade, Yajnik, and Alexander are represented as the non-PEO named executive officers (“Non-PEO NEOs”). For performance year 2022, Messrs. Young, Neal A. Blinde, LaPrade, and Yajnik are represented as the Non-PEO NEOs. For performance year 2021, Messrs. Young, R. Scott Blackley, LaPrade, Michael J. Wassmer and Yajnik are represented as the Non-PEO NEOs. For performance year 2020, Messrs. Blackley, LaPrade, Wassmer and Yajnik are represented as the Non-PEO NEOs. |

  264. Pay versus Performance Table

    | (2) The calculation of CAP requires that we make adjustments to amounts previously reported in the Summary Compensation Table for the four years presented. The SEC’s valuation and calculation methods for CAP differ from those required in the Summary Compensation Table. The table below summarizes compensation values presented in the Summary Compensation Table and the adjusted values required to reconcile these values to the CAP presented above. The amounts shown below for Non-PEO NEOs represents an average of all Non-PEO NEOs. CAP to the PEO and Non-PEO NEOs represents Summary Compensation Table total compensation adjusted by the following amounts: |

  265. Pay versus Performance Table

    | Summary Compensation Table Total to CAP Reconciliation (a) |

  266. Pay versus Performance Table

    | | Summary Compensation Table Total (b) | Change in Pension Value Deduction (c) | Less Fair Value of Equity Awards Reported in the Summary Compensation Table in the Covered Year | Plus Fair Value of Covered Year Equity Awards at Fiscal Year-End | Change in Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year-End | Change in Fair Value of Prior Years’ Equity Awards Vested in the Covered Year | Less Fair Value of Prior Year Awards Forfeited in the Covered Year (d) | Plus Fair Value of Incremental Dividends or Earnings on Stock Awards | CAP (e) | | PEO 2023 | $28,589,573 | $(10,832) | $(23,458,681) | $26,519,176 | $17,895,536 | $4,926,186 | $— | $1,554,421 | $56,015,379 | | Non-PEO NEOs 2023 | $7,171,356 | $— | $(3,534,329) | $3,808,512 | $1,463,062 | $531,045 | $— | $181,169 | $9,620,815 |

  267. Pay versus Performance Table

    | (a) Fair values are calculated in accordance with FASB ASC Topic 718 as of the end of the fiscal year, other than awards that vest in the covered year, which are valued as of the applicable vesting dates. There were no awards granted in each of the covered years that vested in the same year. |

  268. Pay versus Performance Table

    | (b) Reflects the total compensation amount reported in the Summary Compensation Table the year shown. |

  269. Pay versus Performance Table

    | (c) Reflects the aggregate change in pension value for all defined benefit plans. There are no service costs or prior service costs associated with pension benefits since the Cash Balance Pension Plan and the Excess Cash Balance Pension Plan are frozen. |

  270. Pay versus Performance Table

    | 120 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |

  271. Pay versus Performance Table

    | (d) Reflects awards that failed to meet vesting conditions during the covered year. |

  272. Pay versus Performance Table

    | (e) Reflects the actual CAP for the PEO and average CAP for the Non-PEO NEOs. |

  273. Pay versus Performance Table

    | (3) TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on the last fiscal day in 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the S&P Financial Index for each year disclosed in the table. |

  274. Pay versus Performance Table

    | (4) D+TBV is a non-GAAP metric. D+TBV is calculated as the ratio, expressed as a percentage, of (i) the Company’s tangible book value per share at the end of each year, plus total common dividends per share paid during such year, to (ii) the Company’s tangible book value per share at the beginning of each corresponding year. |