Andrew Young
Chief Financial Officer at COF
Executive
About Andrew Young
Andrew M. Young is Chief Financial Officer of Capital One Financial Corporation, age 50, serving as CFO since March 2021 after joining Capital One in 1996; prior roles include Business Line CFO (2018–2021), CFO of Capital One, National Association (2018–2021), and Head of Corporate Planning/CFO of Infrastructure (2015–2018) . During his tenure, Capital One delivered 2024 net revenue of $39.1B (+6% YoY), adjusted diluted EPS of $13.96 (+12% YoY), and one-year TSR of 38.3% (3-year TSR 30.4%, 5-year TSR 89.4%), with ROTCE of 11.2% and improved operating efficiency ratios, underscoring execution against strategic initiatives including the pending Discover transaction .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One Financial Corp. | Chief Financial Officer | Mar 2021–Present | Oversees enterprise finance; led integration preparation for Discover and capital/liquidity management . |
| Capital One, National Association | Chief Financial Officer | Jul 2018–Feb 2021 | Bank subsidiary CFO; strengthened financial governance . |
| Capital One Financial Corp. | SVP & Business Line CFO; Enterprise planning/budgeting | Apr 2018–Feb 2021 | Managed LOB CFO teams; enterprise planning and budgeting . |
| Capital One Financial Corp. | SVP, Head of Corporate Planning & CFO of Infrastructure | Jan 2015–Apr 2018 | Corporate planning; infrastructure finance . |
External Roles
No external directorships or public roles disclosed for Andrew Young in the latest proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (Performance Year basis) | $940,692 | $987,577 | $1,034,577 |
| Base Salary (SEC SCT reported) | $940,692 | $987,577 | $1,034,577 |
| Perquisites/All Other Compensation (SEC SCT) | $190,486 | $206,771 | $218,643 |
Perquisite detail (2024): Auto $27,955; health screening $3,150; company defined-contribution contributions $178,203; life insurance $4,260; other $5,075 .
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash Incentive (Performance Year basis) | $1,656,200 | $1,864,500 | $1,950,000 (150% of target) |
| RSUs (Stock-settled) (Performance Year basis) | $1,182,289 | $1,242,796 | $1,300,180 |
| Performance Shares (target grant-date fair value, Perf. Year basis) | $1,418,840 | $1,491,328 | $1,560,136 |
| SEC SCT Stock Awards (reported in grant year) | $2,475,108 | $2,601,129 | $2,829,397 |
| Total Compensation (Performance Year basis) | $5,198,021 | $5,586,201 | $5,844,892 |
| Total Compensation (SEC SCT) | $5,262,486 | $5,659,977 | $6,032,617 |
Performance award design and metrics (2024 grants decided Feb 2025):
- Performance Shares: Equal weighting between D+TBV (common dividends + growth of tangible book value per share) and Adjusted ROTCE; vesting based on relative percentile vs KBW Bank Index peers with thresholds at 25th percentile (40% payout), target at 55th (100%), and max at ≥80th (150%). Absolute “performance share reduction” applies if Adjusted ROTCE is not positive in any year in the 3-year period (one-sixth reduction per non-positive year; entire award forfeited if all three years are non-positive) .
- RSUs: Ratable vesting over three years; subject to performance-based vesting tied to positive Core Earnings each year with potential forfeiture of up to one-sixth per year if threshold not met .
- 2024 Year-End Awards to Young: Cash incentive $1,950,000; 6,497 RSUs; 7,796 target performance shares; total grant-date fair value for both equity awards $2,860,315 .
Settlement of prior performance shares:
- 2022 Financial Performance Shares settled at 70% of target based on D+TBV at 35th percentile and Adjusted ROTCE at 50th percentile; Adjusted ROTCE was positive in all three years, so no reduction applied .
Equity Ownership & Alignment
| Ownership metric | 2022 (as of Feb 9, 2022) | 2023 (as of Feb 3, 2023) | 2025 (as of Feb 4, 2025) |
|---|---|---|---|
| Common Stock (beneficially owned) | 3,250 | 6,661 | 10,545 |
| RSUs counted as beneficial ownership (deliverable within 60 days or director-deferred) | — | — | — |
| Unvested Stock‑Settled RSUs (not counted in beneficial ownership) | 17,180 | 22,800 | 25,053 |
| Total (Common + Unvested RSUs) | 20,430 | 29,461 | 35,598 |
| Ownership % of shares outstanding | * (<1%) | * (<1%) | * (<1%) |
| Shares held with family/trust | 0 | 59 | 59 |
Outstanding equity awards (Andrew Young) at FY-end 2024:
- Unvested RSUs: 2,529 (grant 2/3/2022), 6,791 (grant 1/26/2023), 9,236 (grant 2/1/2024) .
- Performance Shares outstanding: 6,373 (2022 grant, expected issuance as of 12/31/2024), 18,336 (2023 grant, max), 16,625 (2024 grant, max) .
Ownership alignment policies:
- Stock ownership requirement: 3x annual cash salary; post-termination holding requirement: 1.5x salary for 1 year; all NEOs, including Andrew Young, are currently in compliance .
- Prohibitions: Hedging, speculative trading, margined accounts, and pledging of Capital One securities are prohibited for directors/officers; no pledging disclosed for Andrew Young .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | Capital One generally does not use fixed-term employment agreements; none of the current NEOs (including Young) have employment agreements . |
| Severance (involuntary, no cause) | Executive Severance Plan provides up to 30% of then-current total target compensation plus a pro-rated severance bonus based on target cash incentive; COBRA subsidy up to 18 months and outplacement up to one year . |
| Non‑Compete | Non‑competition agreement may restrict competitive services for up to two years post involuntary termination; payments equal 15% of total target compensation per enforcement year + subsidized COBRA (if eligible) . |
| Non‑Solicit | Two-year prohibition on soliciting/hiring covered Capital One associates based on confidential information; details specific to Andrew Young’s agreement . |
| Change‑of‑Control (double trigger) | Lump-sum of 112.5% of highest of: current total target comp, prior-year total target comp, or prior-year actual; plus prorated current-year target cash incentive; benefits continuation; double-trigger equity acceleration; no excise tax gross-ups . |
| Potential payments (assuming event at 12/31/2024) | Voluntary termination: $780,000 cash . Involuntary termination: $4,420,000 cash; $9,088,435 equity continuation/acceleration; $30,000 benefits; total $13,538,435 . Change of control: $7,746,092 cash; $455,000 retirement plan contributions; $9,088,435 equity acceleration; $171,220 benefits; total $17,460,747 . |
Clawbacks and recovery:
- Misconduct clawback applies to unvested incentive awards in cases of violations causing financial or reputational harm where the executive committed or failed to manage/monitor the conduct .
- Financial restatement clawback per Dodd‑Frank/NYSE applies to incentive compensation received during the three fiscal years preceding the restatement determination .
Deferred compensation:
| Plan | Executive Contributions (2024) | Company Contributions (2024) | Aggregate Earnings (2024) | Aggregate Balance at FYE 2024 |
|---|---|---|---|---|
| VNQDCP | $31,037 | $152,328 | $273,428 | $2,051,755 |
| ESP (legacy, merged into VNQDCP) | $0 | $0 | $37 | $1,824 |
Performance Compensation
| Metric | Weighting | Target | Actual (most recent settled award) | Payout | Vesting |
|---|---|---|---|---|---|
| D+TBV (Common Dividends + Growth of Tangible Book Value per Share) | 50% of Financial PS (2024 grants) | 55th percentile vs KBW peers (target); threshold 25th; max ≥80th | 35th percentile for 2022 grant 3-year period | Financial PS settled at 70% (combined with ROTCE) | 3-year, cliff at end of period; subject to absolute reduction if Adjusted ROTCE not positive . |
| Adjusted ROTCE | 50% of Financial PS (2024 grants) | 55th percentile vs KBW peers (target) | 50th percentile for 2022 grant 3-year period | Included in 70% settlement outcome (no reduction; positive in all years) | 3-year, cliff; absolute reduction feature . |
| Core Earnings (RSU performance condition) | Applies to RSUs | Positive each fiscal year in vesting period | Not disclosed by year | Forfeiture of up to one-sixth per year if not met | RSUs vest ratably over 3 years . |
Annual cash incentive determination is based on Company Performance Factors: financial/operating performance (revenue, EPS, efficiency, ROTCE, TSR), governance/risk, strategic execution (including Discover), and customer/associate outcomes; the Committee awarded 150% of target cash incentive for NEOs in 2024 .
Investment Implications
- Pay-for-performance alignment: Young’s incentives are tightly linked to multi-year capital stewardship via D+TBV and Adjusted ROTCE, with strict absolute performance gates and Core Earnings conditions on RSUs—reducing windfall risk and supporting capital discipline through cycles .
- Retention risk: Strong severance/change-of-control protections and non-compete/non-solicit covenants lower near-term departure risk; double-trigger equity acceleration reduces transaction execution risk but introduces moderate event-driven payout sensitivity ($17.5M modeled at 12/31/2024) .
- Insider selling pressure: RSUs vest annually and performance shares cliff-vest after three years, but awards are subject to performance conditions and stock retention/ownership requirements; hedging/pledging prohibited—mitigating misalignment and opportunistic selling signals .
- Execution track record: Under Young’s CFO tenure, Capital One delivered improved efficiency, strong adjusted EPS growth (+12% in 2024), resilient capital ratios (CET1 13.5%), and market-leading TSR, while advancing strategic M&A (Discover), supporting confidence in financial stewardship .
- Governance and investor sentiment: Say-on-pay approval of 95% and use of independent consultant (FW Cook) and a broadened peer group point to robust governance that limits pay inflation risk and anchors benchmarking quality .