DEF 14A of Capital One Financial Corp, Mar 27, 2025

DEF 14A of Capital One Financial Corp

Filed Mar 27, 2025 · FY20240001193125-25-065530

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 12 and “Skills and Experience of Our Director Nominees” beginning on page 19 of this proxy statement. For a description of our corporate governance practices, see “Corporate Governance at Capital One” beginning on page 21 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 for one-year terms at each annual stockholder meeting and hold office until their successors are duly elected and qualified. Our Board is presenting the following twelve nominees for election as directors at the 2025 Annual Stockholder Meeting. Each nominee is a current Board member who was elected by stockholders at the 2024 Annual Stockholder Meeting. Each nominee has consented to serve a one-year term. Information about the nominees for election as directors is set forth under “Our Director Nominees” beginning on page 12. 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 2025 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 | 74 | Chairman and Chief Executive Officer, Capital One Financial Corporation | 1994 | No | 0 | | Ime Archibong | 43 | Vice President, Product Management and Head of Product at Messenger, Meta | 2021 | Yes | 0 | | Christine Detrick | 66 | Former Director, Head of the Americas Financial Services Practice; Former Senior Advisor, Bain & Company | 2021 | Yes | 2 | | Ann Fritz Hackett | 71 | Former Strategy Consulting Partner | 2004 | Yes | 2 | | Suni P. Harford | 62 | Former President, UBS Asset Management | 2024 | Yes | 0 | | Peter Thomas Killalea | 57 | Former Vice President of Technology, Amazon.com | 2016 | Yes | 3 | | Eli Leenaars | 64 | Former Group Chief Operating Officer, Quintet Private Bank | 2019 | Yes | 0 | | François Locoh-Donou | 53 | President, Chief Executive Officer, and Director, F5 Networks, Inc. | 2019 | Yes | 1 | | Peter E. Raskind | 68 | Former Chairman, President and Chief Executive Officer, National City Corporation | 2012 | Yes | 0 | | Eileen Serra | 70 | Former Senior Advisor, JP Morgan Chase & Co.; Former Chief Executive Officer, Chase Card Services | 2020 | Yes | 1 | | Mayo A. Shattuck III | 70 | Former Chairman, Exelon Corporation; Former Chairman, President and Chief Executive Officer, Constellation Energy Group | 2003 | Yes | 2 | | Craig Anthony Williams | 55 | President, Geographies and Marketplace at NIKE, Inc. | 2021 | Yes | 0 |

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

    | (1) Each nominee also serves 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. |

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

    | (2) Capital One’s Corporate Governance Guidelines limit the number of public company boards on which our directors may serve to four boards (including the Capital One Board) for non-executive directors, and two boards (including the Capital One Board) for executive officer directors. |

  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)

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 11 |

  9. Our Director Nominees

    Our Director Nominees

  10. Biographies of Director Nominees

    Biographies of Director Nominees

  11. Biographies of Director Nominees

    | Director Since: 1994 Age: 74 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 and 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 |

  12. Biographies of Director Nominees

    | Director Since: 2021 Age: 43 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 |

  13. Biographies of Director Nominees

    | 12 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  14. Biographies of Director Nominees

    | Director Since: 2021 Age: 66 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, Ms. 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 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. |

  15. Biographies of Director Nominees

    | Lead Independent Director Director Since: 2004 Age: 71 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. She also previously served as a director of Beam, Inc. (predecessor to Suntory Global Spirits) from December 2007 until April 2014. Additional Public Directorships: ∎ Fortune Brands Innovations, Inc. ∎ MasterBrand, Inc. |

  16. Biographies of Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 13 |

  17. Biographies of Director Nominees

    | Director Since: 2024 Age: 62 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. Additional Public Directorships: ∎ None |

  18. Biographies of Director Nominees

    | Director Since: 2016 Age: 57 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 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. |

  19. Biographies of Director Nominees

    | 14 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  20. Biographies of Director Nominees

    | Director Since: 2019 Age: 64 Capital One Committees: ∎ Audit Committee ∎ Compensation Committee ∎ Risk Committee (Chair) | 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. Mr. Leenaars is a member of the Executive Committee of the Trilateral Commission (Paris, Tokyo, and Washington, DC). Additional Public Directorships: ∎ None |

  21. Biographies of Director Nominees

    | Director Since: 2019 Age: 53 Capital One Committees: ∎ Compensation Committee (Chair) ∎ Governance and Nominating Committee | François Locoh-Donou President, Chief Executive Officer, and Director, F5, Inc. Mr. Locoh-Donou is President and Chief Executive Officer of F5 and a member of the company’s Board of Directors. Since joining F5 as CEO in April 2017, he has spearheaded the company’s business transformation from a networking hardware maker to a software- and SaaS-first leader in multi-cloud application security and delivery. He has also been instrumental in the company’s cultural transformation to a high-performance, human-first organization energized by F5’s purpose to bring a better digital world to life. Prior to joining F5, Locoh-Donou served as Chief Operating Officer at Ciena, a global networking solutions provider to the telecom industry; his leadership positions there also included executive roles in the Product, Sales, and Marketing organizations. He also held research and development roles at Photonetics, a French opto-electronics company. Raised in Togo and France, Locoh-Donou holds engineering degrees from École Centrale de Marseille and Télécom ParisTech in France, as well as an MBA from the Stanford Graduate School of Business. He is the co-founder and chairman of Cajou Espoir, a cashew processing business employing several hundred people, mostly women, in rural Togo. Additional Public Directorships: ∎ F5, Inc. |

  22. Biographies of Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 15 |

  23. Biographies of Director Nominees

    | Director Since: 2012 Age: 68 Capital One Committees: ∎ Governance and Nominating Committee ∎ Risk Committee | Peter E. Raskind Former Chairman, President, and Chief Executive Officer, National City Corporation Mr. Raskind has more than 45 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 |

  24. Biographies of Director Nominees

    | Director Since: 2020 Age: 70 Capital One Committees: ∎ Audit Committee (Chair) ∎ Risk Committee | Eileen Serra Former Senior Advisor, JPMorgan 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 previously served as a director and member of the audit committee of Boxed, Inc. Additional Public Directorships: ∎ Gartner, Inc. |

  25. Biographies of Director Nominees

    | 16 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  26. Biographies of Director Nominees

    | Director Since: 2003 Age: 70 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 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 Operations. Additional Public Directorships: ∎ Gap, Inc. ∎ Hut 8 Corp. |

  27. Biographies of Director Nominees

    | Director Since: 2021 Age: 55 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 |

  28. Biographies of Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 17 |

  29. Director Nominee Highlights

    Director Nominee Highlights

  30. 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 and its commitment to ongoing Board refreshment. 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 certain criteria when developing and evaluating the Board’s composition. Among the criteria considered, the Governance and Nominating Committee considers each director nominee’s relevant skills and experience, commitment to the Company, diversity of experience and background, and relevant personal characteristics. For more information regarding our Governance and Nominating Committee’s and our Board’s perspectives on Board composition, recruitment priorities, and refreshment, see “Corporate Governance at Capital One—Key Board Governance Practices—Our Perspectives on Overall Board Composition and Refreshment” beginning on page 24.

  31. 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 2024, 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 each 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, the director’s outside commitments, 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 29.

  32. Other Considerations

    | 18 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  33. 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, tenure, and independence, please see the detailed director skills matrix below. Director Nominees: Fairbank Archibong Detrick Hackett Harford Killalea 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" Total Number of Directors 12 8 6 10 5 4 9 103 12 9 10 10 4 3 63 (average) - Total 11 - 74 43 66 71 62 57 64 53 68 70 70 55 1994 2021 2021 2004 2024 2016 2019 2019 2012 2020 2003 2021 0 0 2 2 0 3 0 1 0 1 2 0

  34. Skills and Experience of Our Director Nominees

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 19 |

  35. 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 Retail Banking, Consumer Lending, 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 cybersecurity 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 |

  36. Skills and Experience of Our Director Nominees

    | 20 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  37. 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 Ones 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.

  38. 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 |

  39. 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 |

  40. Section III - Director Compensation

    Section III - Director Compensation

  41. 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:

  42. Director Compensation Objectives

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

  43. Director Compensation Objectives

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

  44. Director Compensation Objectives

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

  45. Director Compensation Objectives

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

  46. Director Compensation Objectives

    Management directors do not receive compensation for their service on the Board. In 2024, Mr. Fairbank was Capital One’s only management director.

  47. 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 40 for further information on the role and responsibilities of FW Cook and “Peer Groups” beginning on page 90 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 2024, the Compensation Committee determined that the Company’s director compensation program meets the objectives listed above.

  48. Director Compensation Structure

    Director Compensation Structure On May 2, 2024, the Board approved a compensation program for Capital One’s non-management directors for the period from May 2, 2024 through our 2025 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:

  49. Director Compensation Structure

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

  50. Director Compensation Structure

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

  51. Director Compensation Structure

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

  52. Director Compensation Structure

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

  53. Director Compensation Structure

    | 50 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  54. Director Compensation Structure

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

  55. Director Compensation Structure

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

  56. Director Compensation Structure

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

  57. 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 RSU grant of $25,000 for service on the Board over the previous year. The increase to the annual RSU grant 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. Each non-management director serving on May 2, 2024, received on such date an award of 1,658 RSUs under the 2004 Stock Incentive Plan with a grant date fair value of $235,121, or $141.81 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.

  58. Compensation of Directors

    Compensation of Directors Directors of Capital One received the following compensation in 2024:

  59. 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 | $115,000 | $235,121 | $13,100 | $363,221 | | Christine Detrick | $160,000 | $235,121 | $18,100 | $413,221 | | Ann Fritz Hackett | $290,000 | $235,121 | $18,100 | $543,221 | | Suni P. Harford(5) | $93,333 | $252,702 | $17,064 | $363,099 | | Peter T. Killalea | $145,000 | $235,121 | $13,100 | $393,221 | | Eli Leenaars(6) | $220,000 | $235,121 | $15,028 | $470,149 | | François Locoh-Donou | $160,000 | $235,121 | $19,348 | $414,469 | | Peter E. Raskind | $165,000 | $235,121 | $18,100 | $418,221 | | Eileen Serra | $200,000 | $235,121 | $18,100 | $453,221 | | Mayo A. Shattuck III | $140,000 | $235,121 | $19,500 | $394,621 | | Bradford H. Warner(7) | $80,000 | $— | $3,100 | $83,100 | | Craig Anthony Williams | $145,000 | $235,121 | $13,100 | $393,221 |

  60. Compensation of Directors

    | (1) Represents cash payments made during 2024, which include half of the payments made under the compensation program for the period from May 2, 2024 through our 2025 Annual Stockholder Meeting and half of the payments made under the compensation program for the period from May 4, 2023 through the date of our 2024 Annual Stockholder Meeting. |

  61. Compensation of Directors

    | (2) Represents the grant date fair value of RSUs granted during 2024, calculated in accordance with FASB ASC Topic 718. |

  62. Compensation of Directors

    | (3) Amounts shown represent contributions made by Capital One on behalf of certain non-management directors serving during 2024 to charitable organization(s) of their choice. Amounts also include the value of tickets to Capital One-sponsored events and Capital One products that non-management directors received. See “Other Benefits” on page 51 for more information. |

  63. Compensation of Directors

    | (4) Management directors do not receive compensation for their service on the Board. In 2024, Mr. Fairbank was Capital One’s only management director. |

  64. Compensation of Directors

    | (5) In addition to the annual grant, Ms. Harford received a pro rated award relating to her service from April 1, 2024 to May 1, 2024. Ms. Harford was appointed to the Board effective April 1, 2024. |

  65. 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 extra time and effort that is required for Mr. Leenaars to travel internationally to attend Board and committee meetings. |

  66. Compensation of Directors

    | (7) Mr. Warner retired from our Board effective May 2, 2024. |

  67. Compensation of Directors

    | 52 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  68. Compensation of Directors

    The following table shows the number of RSUs outstanding for each non-management director as of December 31, 2024:

  69. Compensation of Directors

    | Director Name | Number of Outstanding RSUs | | Ime Archibong | 7,377 | | Christine Detrick | 6,369 | | Ann Fritz Hackett | 55,988 | | Suni P. Harford(1) | 1,779 | | Peter T. Killalea | 18,778 | | Eli Leenaars | 12,657 | | François Locoh-Donou | 12,225 | | Peter E. Raskind | 29,819 | | Eileen Serra | 10,267 | | Mayo A. Shattuck III | 55,988 | | Bradford H. Warner(2) | — | | Craig Anthony Williams | 7,377 |

  70. Compensation of Directors

    | (1) Ms. Harford was appointed to the Board effective April 1, 2024. |

  71. Compensation of Directors

    | (2) Mr. Warner retired from the Board on May 2, 2024, and as a result, has no outstanding RSUs. |

  72. 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. We believe our non-GAAP measures help investors and other users of our financial information understand the effect of adjusting items on our selected reported results. These measures 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. |

  73. Compensation Highlights

    | CEO 2024 Compensation | NEO (other than CEO) 2024 Compensation | | | CEO 2024 COMPENSATION Deferred Cash 16% Deferred Cash Bonus $5.5 million RSUs $2.5 million Year-End Incentive RSUs $5.0 million Total Compensation $33.5 million Equity-Based 84% Performance Shares $20.5 million NEO (other than CEO) 2024 Compensation Base Salary 17% Cash-Based 50% Cash Incentive 33% Total Compensation Range $5.8 million - $7.8 million RSUs 23% Equity-Based 50% Performance shares 27% | | ∎ 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 2024 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 (2025 to 2028). ∎ A Portion of CEO 2024 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 2024, 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 Determined After Performance Year-End. 84% of our CEO’s and 50% of all other NEOs’ total compensation for the 2024 performance year was equity-based to align with stockholder interests. 93% 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, balance appropriate risk taking, and align with the best interest of stockholders. See “Additional Performance Conditions and Recovery Provisions” beginning on page 87 for more information. |

  74. 2024 Compensation Decisions

    | ∎ | RSUs granted in February 2024, which had a total grant date value of approximately $2.5 million, totaling 18,580 RSUs. The RSUs 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. See “Performance-Based Vesting Provisions” on page 87 for a description of the performance-based vesting provisions. |

  75. 2024 Compensation Decisions

    | ∎ | Year-End Incentive Award totaling approximately $31.0 million granted in February 2025 in recognition of the Company’s and the CEO’s performance in 2024 and consisting of: |

  76. 2024 Compensation Decisions

    | ∎ | Performance Shares. Performance share awards with an aggregate value of approximately $20.5 million, for which the CEO may receive from 0% to 150% of a total target number of 102,440 shares of the Company’s common stock based on the Company’s financial performance (with respect to 91,196 shares, or $18.25 million of the awards) and TSR (with respect to 11,244 shares, or approximately $2.25 million of the awards) over a three-year period from January 1, 2025 through December 31, 2027. |

  77. 2024 Compensation Decisions

    | ∎ | RSUs. 24,986 RSUs (“Year-End Incentive RSUs”) valued at $5.0 million, which vest in full on February 15, 2028 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. |

  78. 2024 Compensation Decisions

    | ∎ | Deferred Cash Bonus. A deferred cash bonus of $5.5 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 2028. |

  79. 2024 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 | $— | $2,500,125 | $5,500,000 | $5,000,198 | $20,500,293 | $33,500,616 |

  80. 2024 Compensation Decisions

    | (1) See “Performance Share Award Formula” on page 71 for a description of the vesting criteria applicable to the performance share awards. |

  81. 2024 Compensation Decisions

    2024 NEO Performance Year Compensation. The compensation for NEOs (other than the CEO) for 2024 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 2025 in recognition of the Company’s and each executive’s performance in 2024. 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, 2025.

  82. 2024 Compensation Decisions

    | Name | Cash Salary | Cash Incentive(1) | Long-Term Incentive | | Total | | | | | Stock- Settled RSUs | Performance Shares | | | Andrew M. Young | $1,034,577 | $1,950,000 | $1,300,180 | $1,560,136 | $5,844,892 | | Frank G. LaPrade, III | $1,383,154 | $2,602,500 | $1,735,040 | $2,082,048 | $7,802,743 | | Matthew W. Cooper | $1,110,077 | $2,089,500 | $1,601,160 | $1,921,352 | $6,722,089 | | Sanjiv Yajnik | $1,297,615 | $2,442,000 | $1,627,376 | $1,952,771 | $7,319,762 |

  83. 2024 Compensation Decisions

    | (1) Amounts do not include discretionary bonuses. |

  84. Consideration of Stockholder Feedback and 2024 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 2022” on page 79. |

  85. Consideration of Stockholder Feedback and 2024 Say on Pay Vote

    | ∎ | Linked a Portion of CEO Compensation to Relative TSR. Some stockholders asked that the Company consider a stronger 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 |

  86. Consideration of Stockholder Feedback and 2024 Say on Pay Vote

    | the CEO’s year-end incentive in the form of a performance share award that vests based on the Company’s TSR over a three-year performance period relative to the Performance Share Peers. |

  87. Consideration of Stockholder Feedback and 2024 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 90 for more information. |

  88. Highlights of Our 2024 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 | | |

  89. 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 about 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.

  90. 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 2024, approximately 84% 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 50% 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.

  91. 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 90 for information regarding how the Committee and the Independent Directors utilized the Company’s peer group in determining executive compensation.

  92. 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 six times in 2024 with five of those meetings concluding with an executive session without management present. Among those six meetings, the Committee held two joint meetings with the Board in 2024, and held an additional joint meeting at the beginning of 2025 to assess Company and NEO performance and determine the year-end incentive awards for the NEOs. Review Strategic Plan & Investor Outreach Review Company Strategic Plan (financial and non-financial) Discuss investor outreach efforts and feedback regarding executive compensation Approve non-management director compensation for the current year Performance & Risk Assessment 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 Compensation Program Review Discuss Say on Pay voting results 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 years executive compensation design, including investors feedback Peer Review & Program Evaluation Discuss investor outreach efforts and feedback regarding executive compensation Discuss and refine upcoming years executive compensation Review executive compensation practices among peer group design, with special attention to investors feedback 1 2 3 4

  93. 2024 CEO Compensation Program

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

  94. 2024 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 | | February 2024 | 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 2025 | Reward for 2024 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 2024 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 |

  95. Restricted Stock Units

    Restricted Stock Units A portion of Mr. Fairbank’s 2024 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, 2024, 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 to clawback provisions, each as described in more detail under “Additional Performance Conditions and Recovery Provisions” beginning on page 87.

  96. Year-End Incentive Opportunity

    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 2024 performance against the Performance Factors is described in more detail under “2024 Year-End Incentive Determination” beginning on page 73. 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 and the equity-based award have a three-year cliff-vesting schedule and vest in full at the end of a three-year performance period beginning on January 1, 2025, and the deferred cash bonus likewise is subject to a three-year deferral period. 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 87.

  97. 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 2024, the performance share awards were granted in two forms:

  98. 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: Growth of Tangible Book Value per Common Share plus Common Dividends (“D+TBV”) and Adjusted ROTCE over a three-year period. The Financial Performance Shares were granted to all NEOs for the 2024 performance year. |

  99. 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 2024 performance year. |

  100. 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.”

  101. Performance Share Awards

    | 2024 Performance Year | Performance Metric | Performance Share Peers | Performance Period | Performance Share Award Formula | Recipient | | Financial Performance Shares | D+TBV and Adjusted ROTCE(1) | KBW Index (as defined on page 71) | 3 Years | Relative Performance Measure and Absolute Performance Measure | All NEOs | | TSR Performance Shares | TSR | | | Relative Performance Measure | CEO Only |

  102. Performance Share Awards

    | (1) For Financial Performance Shares granted in 2025, D+TBV and Adjusted ROTCE are weighted equally to determine vesting. For Financial Performance Shares granted prior to 2025, the relative weightings are two-thirds and one-third for D+TBV and Adjusted ROTCE, respectively. |

  103. 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.

  104. Performance Share Awards

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 69 |

  105. 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 2024 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: |

  106. 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 common 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. |

  107. Performance Share Awards

    For performance shares granted in 2025 for the 2024 performance year, one-half of each Financial Performance Share award will vest based on D+TBV, and one-half 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 incentivizing both the creation of long-term stockholder value and the maintenance of an appropriate balance between strong equity capital and returns generated on stockholders’ investment in the Company.

  108. Performance Share Awards

    | ∎ | TSR Performance Shares. A portion of the performance share awards granted to the CEO is 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. |

  109. 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, assuming 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. |

  110. Performance Share Awards

    | 70 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  111. 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 aligns the CEO’s compensation with the value delivered to stockholders over time. 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.

  112. Performance Share Awards

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 71 |

  113. 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 positive Adjusted ROTCE and D+TBV, or TSR, 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 Adjusted ROTCE and D+TBV, or TSR, as applicable, is under the 25th percentile, none of the relevant 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% Performance Percentile 0% 25% 50% 75% 100% <25th percentile 0% payout 25th percentile 40% payout 55th percentile 100% payout 80th percentile150% payout 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 88 and “Financial Restatement Clawback” beginning on page 89 for more information. The table below shows potential performance share reduction amounts based on the Company’s Adjusted ROTCE performance.

  114. 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 |

  115. Performance Share Awards

    | 72 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  116. 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 2022, 2023, and 2024 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 87.

  117. 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.

  118. 2024 RSU Award

    2024 RSU Award In February 2024, the Committee and the Independent Directors awarded Mr. Fairbank 18,580 RSUs, which had a total grant date value of approximately $2.5 million. The RSU award vests in full on February 15, 2027, 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 87.

  119. 2024 Year-End Incentive Awards

    2024 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. 66% of the year-end incentive (61% of Mr. Fairbank’s total 2024 performance year compensation) was awarded in the form of performance shares, with a total grant date value of approximately $20.5 million, under which Mr. Fairbank may receive from 0% to 150% of a target number of 102,440 shares of the Company’s common stock based on the Company’s performance over a three-year period from January 1, 2025 through December 31, 2027.

  120. 2024 Year-End Incentive Awards

    | ∎ | Financial Performance Shares. $18.25 million 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 71. |

  121. 2024 Year-End Incentive Awards

    | ∎ | TSR Performance Shares. Approximately $2.25 million 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 71. |

  122. 2024 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. 16% of the year-end incentive (15% of Mr. Fairbank’s total 2024 performance year compensation) was awarded in the form of 24,986 RSUs with a total grant date value of approximately $5.0 million. Deferred Cash Bonus. 18% of the year-end incentive (16% of Mr. Fairbank’s total 2024 performance year compensation) was awarded in the form a $5.5 million deferred cash bonus.

  123. 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. We believe our non-GAAP measures help investors and other users of our financial information understand the effect of adjusting items on our selected reported results. These measures 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. |

  124. Company Performance Assessment

    | Strategic Performance | | | Performance Factor | 2024 Performance | | ∎ Progress toward achievement of long-term strategy ∎ Execution against strategic initiatives ∎ Disciplined investments in infrastructure, technology and growth initiatives ∎ CEO leadership and performance of executive team | ∎ Announced Discover Transaction in February 2024 with strong market and investor reaction. Announced a Community Benefits Plan and planned for a well-managed integration ∎ 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 ∎ Grew our national Retail Banking franchise ∎ Invested $4.6 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 ∎ Invested in technology talent, infrastructure, and the development of modern software |

  125. CEO Contribution to Company Performance

    The Committee and the Independent Directors believe that the Company’s strategic and tactical choices in recent years, led by Mr. Fairbank–including those leading to the proposed acquisition of Discover–have resulted in strong stockholder returns as well as the strategic, competitive, and financial positioning that will continue to drive 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 2024 and over time. The Committee and the Independent Directors recognized that Mr. Fairbank does not receive a cash salary, 100% of his compensation is deferred for at least three years, and the majority of his compensation is equity-based and determined after performance year-end based on the Company’s results and his leadership and contributions to those results. The Committee and the Independent Directors believe that the actions taken by Mr. Fairbank and the other NEOs throughout 2024 drove strong financial and operating results and continued momentum on 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.

  126. 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 | | | 2024 | $— | $2,500,125 | $5,500,000 | $5,000,198 | $20,500,293 | $33,500,616 | | 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 |

  127. 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. |

  128. Settlement of Performance Shares Granted in February 2022

    Settlement of Performance Shares Granted in February 2022

  129. Financial Performance Shares

    Financial Performance Shares In February 2022 the Committee and the Independent Directors granted the NEOs Financial Performance Shares under which the NEOs could receive in 2025 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, 2022 and December 31, 2024 (“2022 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 71 for a description of the performance share award formula applicable to the 2022 Financial Performance Shares. 2022 Financial Performance Shares Settlement Company Performance and Percentile Rank Value 2/3 60% 35th% D+TBV 70% 1/3 Adjusted 50th% 90% 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 2022 Financial Performance Shares settled at 70% of their target value. The Financial Performance Shares granted in 2022 vest two-thirds on the basis of D+TBV, and one-third on the basis of Adjusted ROTCE. The Company performed at the 35th percentile relative to the KBW Index with respect to D+TBV and at the 50th 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 period such that the 2022 Financial Performance Shares settled without a performance share reduction. See “Absolute Performance Measure (Performance Share Reduction) — Financial Performance Shares” on page 72 for more information regarding the performance share reduction feature applicable to the 2022 Financial Performance Shares.

  130. TSR Performance Shares

    TSR Performance Shares In February 2022, the Committee and the Independent Directors granted the CEO TSR Performance Shares under which the CEO could receive in 2025 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, 2022 and December 31, 2024 (“2022 TSR Performance Shares”). 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 71 for a description of the performance share award formula applicable to the 2022 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 2022 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 80th percentile relative to the KBW Index.

  131. TSR Performance Shares

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 79 |

  132. 2025 CEO Compensation Program

    | ∎ | An Equity or Equity-Based Award. The Committee and the Independent Directors granted to Mr. Fairbank 12,493 RSUs, which had a total grant date value of approximately $2.5 million and will vest in full on February 15, 2028, 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. 2025 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 2025. Any year-end incentive award granted to the CEO: (i) will continue to consist primarily of performance share awards under which he may receive 0% to 150% of a target number of shares of Capital One common stock based on the Company’s performance over a three-year period; and (ii) may also consist of deferred cash, an equity-based award, or both. |

  134. 2024 NEO Compensation Program and Components

    2024 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 February 2024, the Committee and the Independent Directors approved the 2024 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 2024 performance year, the NEOs received a mix of approximately 50% cash and 50% 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 2024 performance year consisted of performance shares (approximately 27% of total awarded compensation) and stock-settled RSUs (approximately 23% 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 2024, as described earlier under “Performance Share Awards” beginning on page 69. The table below summarizes the NEO compensation program that the Committee and the Independent Directors approved for the 2024 performance year. The total target compensation of the NEOs for the 2024 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.

  135. 2024 NEO Compensation Program and Components

    | Compensation Element | Timing of Award Determination | Basis for Award | Vesting Schedule | Performance and Recovery Provisions | | Base Salary | February 2024 | Overall experience, skills, performance, knowledge, and market data | Paid in cash throughout the performance year | Not applicable | | Cash Incentive | February 2025 | Reward for 2024 Company Performance | Paid in cash in February 2025 | ∎ Financial restatement clawback | | Performance Shares | February 2025 | Reward for 2024 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. 2024 NEO Compensation Program and Components

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

  137. 2024 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’ 2024 compensation consisted of an opportunity for a year-end incentive award based on Company and the NEO’s individual performance in 2024. 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 2025, 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 2024. 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 87.

  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 2024. In February 2024, 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 74 for details regarding the Performance Factors. In February 2025, the Committee and the Independent Directors approved cash incentive awards for the NEOs ranging from approximately $1.95 million to $2.6 million, representing a payout at 150% of the target award values established by the Committee in February 2024, based on actual Company performance in 2024. 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 “2024 Year-End Incentive Determination” beginning on page 73 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 2024, 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

  141. Long-Term Incentive Awards

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 83 |

  142. Long-Term Incentive Awards

    compiled and reviewed the assessment for the Chief Enterprise Risk Officer and Chief Credit and Financial Risk Officer, before such assessments were presented to the Committee and the Independent Directors for their consideration. In February 2025, 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 2024 and to drive further long-term performance. The long-term incentive awards granted to these NEOs for performance year 2024 ranged from approximately $2.9 million to $3.8 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 2024, as described earlier under “Performance Share Award Metrics” beginning on page 69. 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 $1,950,000 and long-term incentive awards consisting of 6,497 stock-settled RSUs and a target amount of 7,796 performance shares with a total grant date fair value for both awards of $2,860,315. The Committee and the Independent Directors determined to grant these awards based upon Mr. Young’s leadership of the Company’s finance organization, his evaluation and integration preparation efforts relating to the Discover Transaction, his skillful approach to maintaining relationships with stockholders, his well-managed execution of key corporate initiatives, and his robust risk management. In addition, the Committee and the Independent Directors also considered Mr. Young’s collaborative partnership across the management team, sound judgment, maintenance of a strong balance sheet, funding and liquidity management, 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 $2,602,500 and long-term incentive awards consisting of 8,670 stock-settled RSUs and a target amount of 10,404 performance shares with a total grant date fair value for both awards of $3,817,089. The Committee and the Independent Directors determined to grant these awards based upon Mr. LaPrade’s role in key strategic initiatives, including the Discover Transaction and technology and data transformation initiatives, his work on critical vendor arrangements, the exceptional performance of the Company’s brand marketing, his sound judgment, and his 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 demonstrated talent in recruiting, developing, and retaining strong talent.

  148. Matthew W. Cooper - General Counsel and Corporate Secretary

    Matthew W. Cooper - General Counsel and Corporate Secretary Mr. Cooper was awarded a cash incentive of $2,089,500 and long-term incentive awards consisting of 8,001 stock-settled RSUs and a target amount of 9,601 performance shares with a total grant date fair value for both awards of $3,522,512. The Committee and the Independent Directors determined to grant these awards to Mr. Cooper based upon his excellent execution of significant and complex legal matters, his support of international expansion and advisory work on strategic initiatives, and his leadership of regulatory and integration matters

  149. Sanjiv Yajnik - President, Financial Services

    Sanjiv Yajnik - President, Financial Services Mr. Yajnik was awarded a cash incentive of $2,442,000 and long-term incentive awards consisting of 8,132 stock-settled RSUs and a target amount of 9,758 performance shares with a total grant date fair value for both awards of $3,580,147. The Committee and the Independent Directors determined to grant these awards based upon Mr. Yajnik’s leadership driving strong performance in the Financial Services business, establishment of partnerships, delivery of excellent customer experience on the Dealer Navigator, Auto Navigator, and Refinance platforms, leadership in identifying and addressing unmet customer needs, and focus on constant innovation. The Committee and the Independent Directors also considered Mr. Yajnik’s motivational leadership, disciplined and well-managed execution, and identification and development of strong talent.

  150. NEO Compensation by Performance Year

    | Name | Performance Year | Base Salary | Year-End Incentive | | | Total | | | | Cash Salary | Cash Incentive(2) | Long-Term Incentive | | | | | | | | Stock- Settled RSUs | Performance Shares | | | Andrew M. Young | 2024 | $1,034,577 | $1,950,000 | $1,300,180 | $1,560,136 | $5,844,892 | | | 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 | | Frank G. LaPrade, III | 2024 | $1,383,154 | $2,602,500 | $1,735,040 | $2,082,048 | $7,802,743 | | | 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 | | Matthew W. Cooper(1) | 2024 | $1,110,077 | $2,089,500 | $1,601,160 | $1,921,352 | $6,722,089 | | | 2023 | $— | $— | $— | $— | $— | | | 2022 | $— | $— | $— | $— | $— | | Sanjiv Yajnik | 2024 | $1,297,615 | $2,442,000 | $1,627,376 | $1,952,771 | $7,319,762 | | | 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 |

  151. NEO Compensation by Performance Year

    | (2) Amounts do not include discretionary bonuses. |

  152. NEO Compensation by Performance Year

    | ∎ | The Summary Compensation Table reports the change in pension value, 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. |

  153. Additional Performance Conditions and Recovery Provisions

    | ∎ | Performance share reduction |

  154. Performance-Based Vesting Provisions

    | Performance- Based Vesting Provisions | We include performance-based vesting provisions in each award of 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. |

  155. 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:

  156. Performance-Based Vesting Provisions

    | ∎ | All NEO stock-settled RSUs |

  157. Performance-Based Vesting Provisions

    | ∎ | All CEO cash-settled RSUs |

  158. 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

  159. Performance-Based Vesting Provisions

    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.

  160. Performance Share Reduction

    Performance Share Reduction

  161. 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. |

  162. 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 71.

  163. Performance Share Reduction

    | 88 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  164. 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 the Clawback Policy, which 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. |

  165. Financial Restatement Clawback

    | Financial Restatement Clawback | Each incentive award granted to the NEOs is subject to the Clawback Policy, which allows the Company to recover compensation following a financial restatement. |

  166. 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 NEO 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.

  167. Peer Groups

    Peer Groups

  168. 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 business and talent 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 and market metrics, including:

  169. 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 |

  170. Peer Group to Determine Level and Components of Compensation

    | 90 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  171. 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 2024, the peer comparator group was the same group as 2023 and included the following companies:

  172. 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) |

  173. 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, 2024, 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.

  174. 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 71 for a description and discussion of the Performance Share Peers.

  175. Employment Agreements

    Employment Agreements Capital One typically does not enter into defined term employment agreements with the NEOs 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.

  176. 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 designed these agreements to 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 terminated as a result of (or in anticipation of) certain merger and acquisition scenarios. 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.

  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. 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 considering 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 107. 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 106. 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

  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 shares of restricted stock and RSUs, 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. Item 402(x) of Regulation S-K requires Capital One to discuss our policies and practices on the timing of awards of options in relation to our disclosure of material non-public information. Capital One does not seek to time equity grants to take advantage of material non-public information and has never had a practice of doing so. Capital One does not currently grant stock options or similar awards. Accordingly, we do not consider the release of material nonpublic information in relation to the grant of such awards and do not time such release for the purpose of affecting the value of executive compensation.

  179. Equity Grant Practices

    | 94 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  180. 2024 Summary Compensation Table

    2024 Summary Compensation Table The Summary Compensation Table below provides information about compensation for the fiscal years ended December 31, 2024, 2023, and 2022 for the NEOs. As discussed in the “Compensation Discussion and Analysis” section beginning on page 55, 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:

  181. 2024 Summary Compensation Table

    | ∎ | 82% of the CEO’s total compensation shown in the table below for 2024 and 84% of the CEO’s 2024 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. |

  182. 2024 Summary Compensation Table

    | ∎ | Amounts shown in the table below for the CEO for 2024 represent cash-settled RSUs granted in February 2024 and a deferred cash bonus awarded in February 2025 for 2024 performance. The CEO also was granted cash-settled RSUs and performance shares in February 2025 for the 2024 performance year, which are not shown in the table below. |

  183. 2024 Summary Compensation Table

    | ∎ | Amounts shown in the “Stock Awards” column for 2024 also include cash-settled RSUs granted to the CEO in February 2024 for the 2023 performance year. |

  184. 2024 Summary Compensation Table

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

  185. 2024 Summary Compensation Table

    | ∎ | In 2024, 2023 and 2022, base salary comprised approximately 20% of total target compensation and a cash incentive comprised approximately 25% of total target compensation. |

  186. 2024 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 2025 for the 2024 performance year, which are not shown in the table below. |

  187. 2024 Summary Compensation Table

    | 96 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  188. 2024 Summary Compensation Table

    Amounts paid to the CEO and the other NEOs in 2024 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:

  189. 2024 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) | 2024 | $— | $5,500,000 | $25,206,709 | $12,143 | $110,218 | $30,829,070 | | | 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 | | Andrew M. Young Chief Financial Officer(5) | 2024 | $1,034,577 | $1,950,000 | $2,829,397 | $— | $218,643 | $6,032,617 | | | 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 | | Frank G. LaPrade, III Chief Enterprise Services Officer and Chief of Staff to the CEO(5) | 2024 | $1,383,154 | $2,602,500 | $3,836,290 | $— | $250,460 | $8,072,404 | | | 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 | | Matthew W. Cooper General Counsel and Corporate Secretary(5)(6) | 2024 | $1,110,077 | $3,214,500 | $3,507,062 | $— | $216,480 | $8,048,119 | | | 2023 | $— | $— | $— | $— | $— | $— | | | 2022 | $— | $— | $— | $— | $— | $— | | Sanjiv Yajnik President, Financial Services(5) | 2024 | $1,297,615 | $2,442,000 | $3,602,747 | $— | $241,719 | $7,584,081 | | | 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 |

  190. 2024 Summary Compensation Table

    | (1) The amount shown in this column for Mr. Fairbank in 2024 reflects his deferred cash bonus awarded in February 2025 for 2024 performance as described under “Year-End Incentive Opportunity” beginning on page 68. For NEOs other than Mr. Fairbank, the amount shown in this column for 2024 reflects the cash incentive awarded in February 2025 for 2024 performance, as described under “2024 NEO Compensation Program and Components” beginning on page 81. Mr. Cooper’s amount also includes $1,125,000 awarded in connection with his work on the Discover Transaction. |

  191. 2024 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 2024 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 $142.35 per share (105.79% of the Company’s closing stock price on the grant date). The valuation was based on 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 (33.19%); (ii) expected risk-free interest rate based on the U.S. Treasury rates as of the grant date (3.94%); and (iii) the length of the remaining performance period as of the grant date (2.93 years). For 2023, the amounts shown also include the incremental expense from the amendment of the agreements for the Financial Performance Shares originally granted on February 4, 2021 to Messrs. Fairbank, LaPrade, and Yajnik, and the amendment of the agreements for the TSR Performance Shares granted to Mr. Fairbank on February 4, 2021, February 3, 2022, and January 26, 2023, 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. This did not include the incremental expense from the amendment of the agreements for the Financial Performance Shares originally granted on February 3, 2022 and January 26, 2023. For 2024, the amounts shown also include the incremental expense from the amendment of the agreements for the Financial Performance Shares originally granted on February 3, 2022 to all of the NEOs, but does not yet include the incremental expense from the amendment of the Financial Performance Shares agreements originally granted to all of the NEOs on January 26, 2023. |

  192. 2024 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. |

  193. 2024 Summary Compensation Table

    | (4) Mr. Fairbank’s compensation for 2024 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 2024 in February 2024 (cash-settled RSUs), which is reflected in the table above for 2024. Mr. Fairbank received the remainder of his compensation for 2024 in February 2025 (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 2025 is included in the table above, while the portion delivered as cash-settled RSUs and |

  194. 2024 Summary Compensation Table

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 97 |

  195. 2024 Summary Compensation Table

    | performance shares will be included in next year’s table pursuant to SEC rules. See “CEO Compensation by Performance Year” beginning on page 78 for more information on how the Committee makes compensation decisions and to which year the compensation awards relate. |

  196. 2024 Summary Compensation Table

    | (5) For NEOs other than the CEO, compensation for 2024 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 2024 performance were granted in February 2025 and are not included in the table above. The performance shares and stock-settled RSUs granted in February 2024 for 2023 performance are included in the table above for 2024. See “NEO Compensation by Performance Year” beginning on page 85 for more information on how the Committee makes compensation decisions and to which year the compensation awards relate. |

  197. 2024 Summary Compensation Table

    | (6) In accordance with SEC rules, no amounts are reported for Mr. Cooper for 2022 and 2023 because he was not an NEO in 2022 and 2023. |

  198. 2024 Summary Compensation Table

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

  199. 2024 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 | $— | $— | $3,397 | $15,311 | $— | $39,300 | $52,210 | | Andrew M. Young | $27,955 | $— | $3,150 | $— | $178,203 | $4,260 | $5,075 | | Frank G. LaPrade, III | $26,880 | $— | $— | $28,643 | $178,987 | $9,600 | $6,350 | | Matthew W. Cooper | $19,043 | $— | $4,000 | $— | $178,373 | $6,420 | $8,644 | | Sanjiv Yajnik | $36,608 | $— | $250 | $246 | $178,795 | $18,960 | $6,860 |

  200. 2024 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, and other related miscellaneous expenses (such as fuel and maintenance). Mr. Fairbank does not participate in the Company-provided automotive benefit. |

  201. 2024 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 2024, there was no incremental cost associated with the NEOs’ use of the corporate aircraft for personal travel. |

  202. 2024 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. |

  203. 2024 Summary Compensation Table

    | (d) Represents aggregate cost to the Company for home security services provided to executives. For Mr. Fairbank, the amount also includes 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. |

  204. 2024 Summary Compensation Table

    | (e) Represents Company contributions under qualified 401(k) and non-qualified deferred compensation programs. See the 2024 Non-Qualified Deferred Compensation table below for additional information on the contribution. |

  205. 2024 Summary Compensation Table

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

  206. 2024 Summary Compensation Table

    | (g) Represents contributions made by Capital One to charitable organizations chosen by the CEO (for 2024, the amount of these contributions was $40,000) and the other NEOs. This also includes NEO usage of Capital One-sponsored event tickets, Capital One products, and recognition items. |

  207. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The Grants of Plan-Based Awards table provides details on equity incentive plan awards granted in 2024, 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.

  208. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  209. 2024 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) | 2/1/2024 | 0 | 93,639 | 140,459 | — | $12,600,064 | | | TSR Performance Shares(3) | 2/1/2024 | 0 | 31,213 | 46,820 | — | $4,443,171 | | | Cash-Settled RSUs(4) | 2/1/2024 | — | — | — | 34,929 | $4,700,046 | | | Cash-Settled RSUs(5) | 2/1/2024 | — | — | — | 18,580 | $2,500,125 | | Andrew M. Young | Financial Performance Shares(2) | 2/1/2024 | 0 | 11,083 | 16,625 | — | $1,491,328 | | | Stock-Settled RSUs | 2/1/2024 | — | — | — | 9,236 | $1,242,796 | | Frank G. LaPrade, III | Financial Performance Shares(2) | 2/1/2024 | 0 | 15,003 | 22,505 | — | $2,018,804 | | | Stock-Settled RSUs | 2/1/2024 | — | — | — | 12,503 | $1,682,404 | | Matthew W. Cooper | Financial Performance Shares(2) | 2/1/2024 | 0 | 13,846 | 20,769 | — | $1,863,118 | | | Stock-Settled RSUs | 2/1/2024 | — | — | — | 11,538 | $1,552,553 | | Sanjiv Yajnik | Financial Performance Shares(2) | 2/1/2024 | 0 | 14,091 | 21,137 | — | $1,896,085 | | | Stock-Settled RSUs | 2/1/2024 | — | — | — | 11,742 | $1,580,004 |

  210. 2024 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. |

  211. 2024 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. |

  212. 2024 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. |

  213. 2024 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 2023 year-end incentive opportunity. |

  214. 2024 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 2024 total compensation. |

  215. 2024 Grants of Plan-Based Awards Table

    | 100 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  216. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table

  217. 2024 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 | 115,812 | $7,083,062 | 186,765 | $25,764,812 | | Andrew M. Young | — | $— | 7,713 | $1,051,745 | | Frank G. LaPrade, III | — | $— | 33,533 | $4,615,538 | | Matthew W. Cooper | — | $— | 23,434 | $3,225,946 | | Sanjiv Yajnik | — | $— | 34,275 | $4,720,143 |

  218. 2024 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. |

  219. 2024 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 February 1, 2024, 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 $4,538,063. |

  220. 2024 Option Exercises and Stock Vested Table

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 101 |

  221. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table

  222. 2024 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 | 2/4/2016 | 106,973 | — | $63.73 | 2/3/2026 | — | $— | — | $— | | | 2/2/2017 | 81,486 | — | $86.34 | 2/2/2027 | — | $— | — | $— | | | 2/3/2022 | — | — | $— | — | 19,791(4) | $3,529,131 | — | $— | | | 2/3/2022 | — | — | $— | — | 16,404(4) | $2,925,161 | — | $— | | | 2/3/2022 | — | — | $— | — | — | $— | 64,435(5) | $11,490,049 | | | 2/3/2022 | — | — | $— | — | — | $— | 46,026(5) | $8,207,356 | | | 1/26/2023 | — | — | $— | — | 24,288(4) | $4,331,036 | — | $— | | | 1/26/2023 | — | — | $— | — | 21,305(4) | $3,799,108 | — | $— | | | 1/26/2023 | — | — | $— | — | — | $— | 160,250(6) | $28,575,780 | | | 1/26/2023 | — | — | $— | — | — | $— | 53,309(6) | $9,506,061 | | | 2/1/2024 | — | — | $— | — | 34,929(4) | $6,228,539 | — | $— | | | 2/1/2024 | — | — | $— | — | 18,580(4) | $3,313,186 | — | $— | | | 2/1/2024 | — | — | $— | — | — | $— | 140,459(6) | $25,046,649 | | | 2/1/2024 | — | — | $— | — | — | $— | 46,820(6) | $8,348,942 | | Andrew M. Young | 2/3/2022 | — | — | $— | — | 2,529(7) | $450,971 | — | $— | | | 2/3/2022 | — | — | $— | — | — | $— | 6,373(5) | $1,136,433 | | | 1/26/2023 | — | — | $— | — | 6,791(7) | $1,210,971 | — | $— | | | 1/26/2023 | — | — | $— | — | — | $— | 18,336(6) | $3,269,676 | | | 2/1/2024 | — | — | $— | — | 9,236(7) | $1,646,964 | — | $— | | | 2/1/2024 | — | — | $— | — | — | $— | 16,625(6) | $2,964,570 | | Frank G. LaPrade, III | 2/3/2022 | — | — | $— | — | 3,586(7) | $639,456 | — | $— | | | 2/3/2022 | — | — | $— | — | — | $— | 9,036(5) | $1,611,300 | | | 1/26/2023 | — | — | $— | — | 10,782(7) | $1,922,646 | — | $— | | | 1/26/2023 | — | — | $— | — | — | $— | 29,111(6) | $5,191,074 | | | 2/1/2024 | — | — | $— | — | 12,503(7) | $2,229,535 | — | $— | | | 2/1/2024 | — | — | $— | — | — | $— | 22,505(6) | $4,013,092 | | Matthew W. Cooper | 2/3/2022 | — | — | $— | — | 2,426(7) | $432,604 | — | $— | | | 2/3/2022 | — | — | $— | — | — | $— | 6,114(5) | $1,090,248 | | | 1/26/2023 | — | — | $— | — | 7,180(7) | $1,280,338 | — | $— | | | 1/26/2023 | — | — | $— | — | — | $— | 19,386(6) | $3,456,912 | | | 2/1/2024 | — | — | $— | — | 11,538(7) | $2,057,456 | — | $— | | | 2/1/2024 | — | — | $— | — | — | $— | 20,769(6) | $3,703,528 | | Sanjiv Yajnik | 2/3/2022 | — | — | $— | — | 3,362(7) | $599,512 | — | $— | | | 2/3/2022 | — | — | $— | — | — | $— | 8,473(5) | $1,510,905 | | | 1/26/2023 | — | — | $— | — | 8,802(7) | $1,569,573 | — | $— | | | 1/26/2023 | — | — | $— | — | — | $— | 23,763(6) | $4,237,418 | | | 2/1/2024 | — | — | $— | — | 11,742(7) | $2,093,833 | — | $— | | | 2/1/2024 | — | — | $— | — | — | $— | 21,137(6) | $3,769,150 |

  223. 2024 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 termination by Capital One without cause or by the individual for “good reason” within |

  224. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | 102 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  225. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | 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 107 for details. |

  226. 2024 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. |

  227. 2024 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 2024 as reported by the NYSE Composite Transaction Tape. |

  228. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) Awards settle in cash. A portion of the award is subject to vesting 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 87 for details). |

  229. 2024 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 3, 2022 as of December 31, 2024. Shares were issued on March 10, 2025 with the following issuance date values (including accrued dividends paid out as additional shares): $11,034,678 and $7,882,147, respectively for Mr. Fairbank; $1,091,538 for Mr. Young; $1,547,588 for Mr. LaPrade; $1,047,129 for Mr. Cooper; and $1,451,069 for Mr. Yajnik. 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. |

  230. 2024 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. |

  231. 2024 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 87 for details). |

  232. Pension Benefits

    Pension Benefits

  233. 2024 Pension Benefits Table

    2024 Pension Benefits Table

  234. 2024 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 | $33,075 | $— | | | Excess CBPP | 7.25 | $132,800 | $— | | Andrew M. Young | — | — | $— | $— | | Frank G. LaPrade, III | — | — | $— | $— | | Matthew W. Cooper | — | — | $— | $— | | Sanjiv Yajnik | — | — | $— | $— |

  235. 2024 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. |

  236. 2024 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. |

  237. 2024 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, 2024 measurement date. |

  238. 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 2024, 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, Cooper, and Yajnik participated in the program in 2024. In 2024, 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 2027. 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 2024: Mercer Core Fixed Income Fund Class Y3 (2.0%); T. Rowe Price U.S. Equity Research Fund I Class (26.6%); Mercer US Small/Mid Cap Equity Fund Class Y3 (13.5%); Mercer Non-US Core Equity Fund Class Y3 (6.3%); Fidelity Investments Money Market Government Portfolio—Institutional Class (5.2%); Dodge and Cox Balanced Fund (8.9%); Fidelity 500 Index Fund—Institutional Premium Class (25.0%); Fidelity Extended Market Index Fund (17.0%); Fidelity Global ex U.S. Index Fund (5.3%); and Fidelity U.S. Bond Index Fund (3.0%). In 2024, the VNQDCP had total investment earnings of $91,033,264. 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, and Yajnik participated in the ESP, and returns on these investments are reported for 2024. 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.

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

    | 104 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  240. 2024 Non-Qualified Deferred Compensation Table

    2024 Non-Qualified Deferred Compensation Table

  241. 2024 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 | $5,000,000 | $— | $736,591 | $3,228,669 | $15,012,441 | | | ESP | $— | $— | $295,660 | $— | $1,480,795 | | | 2003 Performance Share Award(5) | $— | $— | $11,407,296 | $— | $43,096,378 | | Andrew M. Young | VNQDCP | $31,037 | $152,328 | $273,428 | $— | $2,051,755 | | | ESP | $— | $— | $37 | $— | $1,824 | | Frank G. LaPrade, III | VNQDCP | $41,495 | $153,112 | $1,717,714 | $— | $8,441,963 | | | ESP | $— | $— | $225,512 | $— | $1,129,462 | | Matthew W. Cooper | VNQDCP | $33,302 | $152,498 | $49,851 | $184,377 | $371,502 | | | ESP | $— | $— | $— | $— | $— | | Sanjiv Yajnik | VNQDCP | $38,929 | $152,920 | $472,601 | $— | $4,963,548 | | | ESP | $— | $— | $46,259 | $— | $588,044 |

  242. 2024 Non-Qualified Deferred Compensation Table

    | (1) Reflects executive contributions made for 2024. Mr. Fairbank’s executive contribution under the VNQDCP was a mandatory deferral of the deferred cash bonus awarded in February 2024 for 2023 performance, which was reported in the 2023 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 “2024 Summary Compensation Table” beginning on page 96. For Messrs. Young and Cooper, executive contributions under the VNQDCP were made in the form of (i) base salary deferrals, which are reported in the “2024 Summary Compensation Table” beginning on page 96, and (ii) deferrals of cash bonuses awarded in February 2024 for 2023 performance, which were reported in the 2023 Summary Compensation Table. |

  243. 2024 Non-Qualified Deferred Compensation Table

    | (2) Company contributions are also included in the “2024 Summary Compensation Table” beginning on page 96 (see “Company Contributions to Defined Contribution Plans” in the footnote to that table identified with an asterisk). |

  244. 2024 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. |

  245. 2024 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 $37,513,750; Mr. Young $678,528; Mr. LaPrade $1,376,110; Mr. Cooper $0; and Mr. Yajnik $1,716,412. |

  246. 2024 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 2024. |

  247. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  248. 2024 Potential Payments and Benefits Upon Termination or Change of Control Table

    2024 Potential Payments and Benefits Upon Termination or Change of Control Table

  249. 2024 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) | $— | $— | $93,663,472 | $90,000 | $— | $93,753,472 | | | Involuntary | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $93,663,472 | $90,000 | $— | $93,753,472 | | | For Cause Termination | $— | $— | $— | $— | $— | $— | | | Change of Control(8) | $20,426,177 | $— | $93,663,472(9) | $346,318 | $— | $114,435,967 | | Andrew M. Young | Voluntary Termination | $780,000 | $— | $— | $— | $— | $780,000 | | | Involuntary | $4,420,000 | $— | $9,088,435 | $30,000 | $— | $13,538,435 | | | Retirement | $— | $— | $— | $— | $— | $— | | | For Cause Termination | $— | $— | $— | $— | $— | $— | | | Change of Control(8) | $7,746,092 | $455,000 | $9,088,435(9) | $171,220 | $— | $17,460,747 | | Frank G. LaPrade, III | Voluntary Termination(7) | $— | $— | $13,229,382 | $61,000 | $— | $13,290,382 | | | Involuntary | $3,817,000 | $— | $13,229,382 | $30,000 | $— | $17,076,382 | | | Retirement | $— | $— | $13,229,382 | $61,000 | $— | $13,290,382 | | | For Cause Termination | $— | $— | $— | $— | $— | $— | | | Change of Control(8) | $10,466,352 | $457,003 | $13,229,382(9) | $200,404 | $— | $24,353,141 | | Matthew W. Cooper | Voluntary | $— | $— | $— | $— | $— | $— | | | Involuntary | $3,064,000 | $— | $10,101,293 | $30,000 | $— | $13,195,293 | | | Retirement | $— | $— | $— | $— | $— | $— | | | For Cause Termination | $— | $— | $— | $— | $— | $— | | | Change of Control(8) | $8,904,148 | $455,434 | $10,101,293(9) | $182,015 | $— | $19,642,890 | | Sanjiv Yajnik | Voluntary Termination(7) | $976,500 | $— | $11,758,777 | $61,000 | $— | $12,796,277 | | | Involuntary | $5,534,000 | $— | $11,758,777 | $30,000 | $— | $17,322,777 | | | Retirement | $976,500 | $— | $11,758,777 | $61,000 | $— | $12,796,277 | | | For Cause Termination | $— | $— | $— | $— | $— | $— | | | Change of Control(8) | $9,826,949 | $456,511 | $11,758,777(9) | $247,176 | $— | $22,289,413 |

  250. 2024 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 106. Cash-settled RSUs granted after the end of a performance year are included in the “Acceleration and Continuation of Equity Awards” column. |

  251. 2024 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. |

  252. 2024 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, 2024. For stock awards, this represents the fair market value of the shares on December 31, 2024. 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, and Yajnik were the only NEOs eligible for retirement as of December 31, 2024. |

  253. 2024 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. |

  254. 2024 Potential Payments and Benefits Upon Termination or Change of Control Table

    | 110 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |

  255. 2024 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. |

  256. 2024 Potential Payments and Benefits Upon Termination or Change of Control Table

    | (6) Mr. Fairbank receives no regular base salary. For 2024, 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. |

  257. 2024 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, and Yajnik, as each of these NEOs was eligible for retirement as of December 31, 2024. |

  258. 2024 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. |

  259. 2024 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. |

  260. 2024 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, 2024. 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 “2024 Pension Benefits Table” on page 104 and the “2024 Non-Qualified Deferred Compensation Table” on page 105, respectively, and are not included in the table above.

  261. 2024 Potential Payments and Benefits Upon Termination or Change of Control Table

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 111 |

  262. 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 96 and CEO and other NEO performance year compensation tables shown on pages 78 and 85, 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 55.

  263. Pay versus Performance Table

    Pay versus Performance Table

  264. 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) | | | | 2024 | $30,829,070 | $56,390,154 | $7,434,305 | $10,043,898 | $189.44 | $173.90 | $4,750 | 9.6% | | 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% |

  265. Pay versus Performance Table

    | (1) Mr. Fairbank is represented as the principal executive officer (“PEO”) for each of the years shown. For performance year 2024, Messrs. Young, LaPrade, and Cooper are represented as the non-PEO named executive officers (“Non-PEO NEOs”). For performance year 2023, Messrs. Young, LaPrade, Yajnik, and Robert M. Alexander are represented as the 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. |

  266. 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 five 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: |

  267. Pay versus Performance Table

    | Summary Compensation Table Total to CAP Reconciliation (a) | | | | | | | | | | | | 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 2024 | $30,829,070 | $(12,143) | $(25,206,709) | $32,092,806 | $14,835,622 | $2,715,253 | $— | $1,136,255 | $56,390,154 | | Non-PEO NEOs 2024 | $7,434,305 | $— | $(3,443,874) | $4,415,292 | $1,181,753 | $346,736 | $— | $109,686 | $10,043,898 |

  268. Pay versus Performance Table

    | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 113 |

  269. 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. |

  270. Pay versus Performance Table

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

  271. 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. |

  272. Pay versus Performance Table

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

  273. Pay versus Performance Table

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

  274. 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 2024, 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. |

  275. 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. |