Capital One

(d) On February 26, 2021, the Board of Directors (the “Board”) of Capital One Financial Corporation (the “Company”) appointed Ime Archibong and Craig Anthony Williams to serve as directors, effective immediately. The size of the Board was increased to fourteen in connection with the appointments. Neither Mr. Archibong nor Mr. Williams has been appointed to serve on any Board committee at this time and each will stand for election by the Company’s stockholders at the Annual Meeting of Stockholders in May 2021. Neither Mr. Archibong nor Mr. Williams has been selected as a director pursuant to any arrangement or understanding between him and any other person and there are no related party transactions between the Company and Mr. Archibong or Mr. Williams.

(e) On February 4, 2021, the Compensation Committee (the “Committee”) and the independent members of the Board of Directors (the “Independent Directors”) of Capital One Financial Corporation (the “Company”) approved the 2021 compensation plans for Mr. Richard D. Fairbank, the Company’s Chairman, Chief Executive Officer and President, and the Company’s other current executives who are named executive officers (the “Named Executive Officers”). Consistent with the Company’s long-standing practice, the compensation plans take effect immediately and are designed to directly link Mr. Fairbank’s and the Named Executive Officers’ compensation with the Company’s performance over multiple time horizons and to align their interests with the interests of the Company’s stockholders. In addition, the Committee and the Independent Directors approved incentive awards to Mr.

Effective March 1, 2021, R. Scott Blackley, will be leaving his role as Chief Financial Officer of Capital One Financial Corporation (the “Company”) to pursue another professional opportunity. Following Mr. Blackley’s departure, Andrew Young, Business Line Chief Financial Officer of the Company, will be promoted to Chief Financial Officer. On November 27, 2020, Mr. Blackley notified the Company of his planned departure and the Board of Directors of the Company approved the transition of the Chief Financial Officer role from Mr. Blackley to Mr. Young, effective as of March 1, 2021. Mr. Young, age 45, has served as Senior Vice President and Business Line Chief Financial Officer of the Company since April 2018. In this role, he is responsible for managing all lines of business chief financial officer teams as well as enterprise planning and budgeting. Mr.

(d) On February 26, 2020, the Board of Directors (the “Board”) of Capital One Financial Corporation (the “Company”) appointed Eileen Serra to serve as a director, effective immediately. The size of the Board was increased to twelve in connection with the appointment. Ms. Serra has not been appointed to serve on any Board committee at this time and will stand for election by the Company’s stockholders at the Annual Meeting of Stockholders in April 2020. Ms. Serra was not selected as a director pursuant to any arrangement or understanding between her and any other person and there are no related party transactions between the Company and Ms. Serra.

(e) On January 30, 2020, the Compensation Committee (the “Committee”) and the independent members of the Board of Directors (the “Independent Directors”) of Capital One Financial Corporation (the “Company”) approved the 2020 compensation plans for Mr. Richard D. Fairbank, the Company’s Chairman, Chief Executive Officer and President, and the Company’s other current executives who are named executive officers (the “Named Executive Officers”). Consistent with the Company’s long-standing practice, the compensation plans take effect immediately and are designed to directly link Mr. Fairbank’s and the Named Executive Officers’ compensation with the Company’s performance over multiple time horizons and to align their interests with the interests of the Company’s stockholders. In addition, the Committee and the Independent Directors approved incentive awards to Mr.

(e) At the 2019 Annual Stockholder Meeting (the “Annual Meeting”) of Capital One Financial Corporation (the “Company”) held on May 2, 2019, the Company’s stockholders, upon recommendation of the Board of Directors of the Company, approved and adopted the Company’s Fifth Amended and Restated 2004 Stock Incentive Plan (the “Amended Plan”). The Amended Plan addresses changes to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) resulting from the passage of the Tax Cuts and Jobs Act of 2017.

(e) On January 31, 2019, the Compensation Committee (the “Committee”) and the independent members of the Board of Directors (the “Independent Directors”) of Capital One Financial Corporation (the “Company”) approved the 2019 compensation plans for Mr. Richard D. Fairbank, the Company’s Chair, Chief Executive Officer and President, and the Company’s other current executives who are named executive officers (the “Named Executive Officers”). Consistent with the Company’s long-standing practice, the compensation plans take effect immediately and are designed to directly link Mr. Fairbank’s and the Named Executive Officers’ compensation with the Company’s performance over multiple time horizons and to align their interests with the interests of the Company’s stockholders. In addition, the Committee and the Independent Directors approved incentive awards to Mr.

(d) On February 1, 2019, the Board of Directors (the “Board”) of Capital One Financial Corporation (the “Company”) appointed Francois Locoh-Donou to serve as a director, effective March 1, 2019. The size of the Board was increased to thirteen in connection with the appointment. Mr. Locoh-Donou has not been appointed to serve on any Board committee at this time and will stand for election by the Company’s stockholders at the Annual Meeting of Stockholders in May 2019. Mr. Locoh-Donou was not selected as a director pursuant to any arrangement or understanding between him and any other person and there are no related party transactions between the Company and Mr. Locoh-Donou.

(d) On December 17, 2018, the Board of Directors (the “Board”) of Capital One Financial Corporation (the “Company”) appointed Cornelis Petrus Adrianus Joseph Leenaars to serve as a director, effective January 1, 2019. The size of the Board was increased to twelve in connection with the appointment. Mr. Leenaars has been appointed to serve on the Audit Committee and the Risk Committee of the Board and will stand for election by the Company’s stockholders at the Annual Meeting of Stockholders in May 2019. Mr. Leenaars was not selected as a director pursuant to any arrangement or understanding between him and any other person and there are no related party transactions between the Company and Mr. Leenaars.

(d) On March 1, 2018, the Board of Directors (the “Board”) of Capital One Financial Corporation (the “Company”) appointed Aparna Chennapragada to serve as a director, effective immediately. The size of the Board was increased to eleven in connection with the appointment. Ms. Chennapragada has not been appointed to serve on any Board committee at this time and she will stand for election by the Company’s stockholders at the Annual Meeting of Stockholders in May 2018. Ms. Chennapragada was not selected as a director pursuant to any arrangement or understanding between her and any other person and there are no related party transactions between the Company and Ms. Chennapragada.

(e) On February 1, 2018, the Compensation Committee (the “Committee”) and the independent members of the Board of Directors (the “Independent Directors”) of Capital One Financial Corporation (the “Company”) approved the 2018 compensation plans for Mr. Richard D. Fairbank, the Company’s Chair, Chief Executive Officer and President, and the Company’s other current executives who are named executive officers (the “Named Executive Officers”). Consistent with the Company’s long-standing practice, the compensation plans take effect immediately and are designed to directly link Mr. Fairbank’s and the Named Executive Officers’ compensation with the Company’s performance over multiple time horizons and to align their interests with the interests of the Company’s stockholders. In addition, the Committee and the Independent Directors approved incentive awards to Mr.

Effective February 1, 2018, John G. Finneran, Jr. will transition from his current role as General Counsel of Capital One Financial Corporation (the “Company”) and become the Company’s Chief Risk Officer succeeding Kevin S. Borgmann. Mr. Borgmann has served as the Company’s Chief Risk Officer since January 31, 2013 and will transition into the role of Senior Advisor to Chairman and CEO Richard D. Fairbank and the Company’s executive team. The Company has been fully satisfied with Mr. Borgmann’s performance as Chief Risk Officer. This change in responsibility is being made at Mr. Borgmann’s request and is unrelated to the financial or risk performance of the Company. In his new role, Mr. Borgmann will continue to report to Mr. Fairbank and will focus on strategy, risk management and executive recruiting matters. Matthew W. Cooper will succeed Mr.

Effective May 8, 2017, Timothy P. Golden, age 45, will serve as Capital One Financial Corporation’s (the “Company”) principal accounting officer. Mr. Golden will continue to serve as Senior Vice President and Controller, a position he has held since he joined the Company in March 2017. Prior to joining the Company, Mr. Golden was a partner for ten years in the PricewaterhouseCoopers Banking and Capital Markets practice, where he worked with large banking and consumer finance clients. Effective July 1, 2017, Stephen S. Crawford will transition from his current role as the Company’s Head of Finance and Corporate Development to Senior Advisor to the CEO. Mr. Crawford will provide the CEO advice on strategic and financial matters in his role. As part of this transition, R.

(e) Effective on March 14, 2017, Capital One Financial Corporation (the “Company”) entered into a Non-Competition Agreement (the “Agreement”) with R. Scott Blackley, its Chief Financial Officer. The Agreement restricts Mr. Blackley from providing certain competitive services to any entity for a period of one year following separation from the Company. In consideration of these restrictions, the Agreement provides that if Mr. Blackley's employment is terminated by the Company for any reason other than death, disability or cause, Mr. Blackley will be entitled to receive payments equal to fifteen percent of Mr. Blackley’s total target compensation, subject to other terms and conditions, including compliance with the non-competition restrictions. Subject to such terms, Mr. Blackley would also be entitled to receive up to one year of subsidized health insurance premiums under COBRA, if Mr.

(e) On February 2, 2017, the Compensation Committee (the “Committee”) and the independent members of the Board of Directors (the “Independent Directors”) of Capital One Financial Corporation (the “Company”) approved the 2017 compensation plans for Mr. Richard D. Fairbank, the Company’s Chair, Chief Executive Officer and President, and the Company’s other named executive officers (the “Named Executive Officers”). Consistent with the Company’s long-standing practice, the compensation plans take effect immediately and are designed to directly link Mr. Fairbank’s and the Named Executive Officers’ compensation with the Company’s performance over multiple time horizons and to align their interests with the interests of the Company’s stockholders. In addition, the Committee and the Independent Directors approved incentive awards to Mr.

(b) (c) Effective November 28, 2016, Ryan M. Schneider will be leaving his role as President, Card, of Capital One Financial Corporation (the “Company”) to take on the role of chief executive officer of another publicly traded company. With Mr. Schneider’s departure, Michael J. Wassmer will be promoted to President, U.S. Card, and will be responsible for leading the Company’s entire consumer credit card business in the United States. Christopher T. Newkirk will be promoted to President, International and Small Business Card and will be responsible for leading the Company’s consumer credit card business in Canada and the United Kingdom and the Company’s small business credit card business in the United States. Both of these appointments are also effective November 28, 2016. Mr. Wassmer and Mr. Newkirk will report directly to Richard Fairbank, the Company’s Chief Executive Officer. Mr.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.