CAPITAL ONE FINANCIAL CORP 8-K

What Happened
Capital One Financial Corporation filed an 8‑K on Feb. 6, 2026 reporting that on Feb. 3, 2026 its Compensation Committee and independent directors approved 2026 compensation plans for CEO Richard D. Fairbank and other Named Executive Officers (NEOs), awarded 2025 incentive compensation, and adopted new severance policies (effective March 1, 2026). For performance year 2025 the Committee approved a $40.0 million total pay package for CEO Fairbank, and it granted 2026 equity awards and set target pay structures for other NEOs.

Key Details

• CEO 2025 pay package (approved Feb. 3, 2026): $40.0 million total, consisting of:
  • $2.5M RSU grant (granted Feb. 4, 2025),
  • $37.5M year‑end incentive: includes performance shares (~$24.8M aggregate value; target = 111,043 shares with 0–150% payout over a three‑year performance period), $6.7M deferred cash (mandatory 3‑year deferral; paid Q1 2029), and a grant of 26,865 RSUs valued at $6.0M (cash‑settled; vest Feb. 15, 2029).
  • ~ $22.1M of CEO performance shares tied to “Growth of Shareholder Value” and Adjusted ROTCE; ~$2.7M tied to relative TSR vs. KBW Bank Sector peers (ex‑custody banks).
• CEO 2026 plan: 11,194 RSUs (grant date value $2.5M; cash settled, vest Feb. 15, 2029) plus discretionary year‑end incentive in early 2027 (performance share awards and/or deferred cash/equity; payouts 0–150% and measured over a three‑year period Jan 1, 2027–Dec 31, 2029).
• Other NEOs: 2025 incentive awards granted (cash, stock‑settled RSUs, performance shares). 2026 target total compensation range set at ~$6.0M–$8.0M per NEO, with ~20% base salary, ~25% opportunity as cash incentive, and ~55% expected as equity (RSUs + performance shares measured over Jan 1, 2027–Dec 31, 2029).
• New severance frameworks (effective Mar. 1, 2026):
  • Executive Officer Cash Severance Policy: Company will not enter new severance agreements for NEOs with cash severance >2.99× (Base Salary + Target Bonus) without shareholder ratification.
  • Executive Change of Control (COC) Plan: eligible officers (CEO = Tier 1; other NEOs = Tier 2) entitled to severance if terminated without Cause or resign for Good Reason during a change‑of‑control protection period — CEO = 2.5× (Base + Target Bonus); others = 2.0× (Base + Target Bonus); plus earned/prorated bonuses and two years COBRA cost. COC Plan supersedes prior change‑of‑control agreements.
  • Amended & Restated Executive Severance Plan: for involuntary terminations (restructuring/poor performance) NEOs (other than CEO) receive lump sum equal to annual base salary + target annual bonus (subject to release), plus existing outplacement and COBRA provisions.

Why It Matters
These actions show Capital One tying top executive pay more closely to multi‑year performance (0–150% performance share payouts, deferred cash, multi‑year vesting) while formalizing and limiting cash severance exposure through caps and standardized plans. Investors should note the material CEO payout for 2025 ($40M) and that future incentive payouts are performance‑based and largely deferred, which can affect long‑term alignment with shareholders and near‑term cash compensation disclosure. The new COC and severance plans (effective Mar. 1, 2026) replace prior agreements and set clear severance multiples that could affect potential change‑of‑control costs disclosed in future filings.