Frank LaPrade
Chief Enterprise Services Officer and Chief of Staff to the CEO at COF
Executive
About Frank LaPrade
Frank G. LaPrade, III is Capital One’s Chief Enterprise Services Officer (since 2010) and Chief of Staff to the CEO (since 2004). He joined Capital One in February 1996 and previously served as Deputy General Counsel (1996–2004). He is 58 years old and oversees Enterprise Services including Technology, Enterprise Product Management, Design, Enterprise AI, Enterprise Data, Capital One Software, Growth Ventures, Brand, Enterprise Supplier Management, External Affairs, Workplace Solutions, and Corporate Security . His incentive pay is primarily tied to long-term equity: stock‑settled RSUs with performance-based vesting conditions and three-year performance shares with payouts based on Capital One’s relative Adjusted ROTCE and D+TBV percentiles versus a peer set; NEOs (including LaPrade) do not receive TSR performance shares .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One | Deputy General Counsel | 1996–2004 | Managed litigation, employment, IP, and transactional legal matters |
| Capital One | Chief of Staff to the CEO | 2004–present | Executive advisor; cross-functional execution, enterprise priorities |
| Capital One | Chief Enterprise Services Officer | 2010–present | Leads Technology, Enterprise AI/Data, Capital One Software, Brand, supplier mgmt., corporate security; enterprise transformation |
Fixed Compensation
Multi-year compensation attributed to LaPrade’s performance years (as approved by the Board) shows a stable mix of base salary and annual cash incentive, with long-term incentives delivered as RSUs and performance shares.
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1,292,154 | $1,341,385 | $1,383,154 |
| Cash Incentive (actual) | $2,286,200 | $2,524,500 | $2,602,500 |
| Stock‑Settled RSUs (grant date fair value) | $1,877,200 | $1,682,404 | $1,735,040 |
| Performance Shares (grant date fair value) | $2,252,570 | $2,018,804 | $2,082,048 |
| Total | $7,708,124 | $7,567,093 | $7,802,743 |
Perquisites and other compensation for 2024:
| Perquisite/Other (2024) | Amount |
|---|---|
| Auto | $26,880 |
| Security | $28,643 |
| Company contributions to defined contribution plans | $178,987 |
| Insurance | $9,600 |
| Other (tickets, products, recognition, charitable contributions) | $6,350 |
Pension change in value reported for LaPrade: $0 in 2024 .
Performance Compensation
2024 year-end incentive awards for LaPrade (granted Feb 2025):
| Element | Detail | Value/Size | Vesting/Terms |
|---|---|---|---|
| Cash Incentive | Award for 2024 performance | $2,602,500 | Cash, paid per program |
| Stock‑settled RSUs | Long-term incentive | 8,670 units; grant date fair value included in total $3,817,089 with PSUs | Vest ratably in one‑third increments starting on first anniversary of grant date; subject to performance‑based vesting conditions |
| Performance Shares (PSUs) | Target opportunity | 10,404 target shares; total LT grant (RSUs+PSUs) fair value $3,817,089 | 3‑year performance period (1/1/2025–12/31/2027); payout 0–150% based on relative Adjusted ROTCE and D+TBV vs peer set (no TSR PSUs for NEOs) |
Performance architecture and risk alignment:
- PSU metrics and payout curve: minimum 25th percentile of peers for any vesting; 55th percentile = 100% target; 80th percentile = 150% max .
- RSU performance‑based vesting overlay: If Core Earnings are not positive in a fiscal year, 50% of one year’s vesting forfeits; cumulative over three years; could be reduced to zero .
- Clawbacks: Misconduct and financial restatement clawbacks apply to executive incentive awards .
Equity Ownership & Alignment
Beneficial ownership and RSUs:
| As-of Date | Common Stock | Stock that may be acquired within 60 days | Stock‑Settled RSUs (unvested) | Total (Beneficial + RSUs) | Percent of Class |
|---|---|---|---|---|---|
| Feb 3, 2023 | 43,805 | 27,955 | 38,832 | 110,592 | <1% |
| Feb 4, 2025 | 18,646 | — | 35,541 | 54,187 | <1% |
Alignment policies and compliance:
- Stock ownership guidelines: Other NEOs must hold ≥3x annual cash salary; must continue to hold 50% of requirement for one year post-termination (except death/disability/CoC); CEO and all NEOs are currently in compliance .
- Retention requirement: Must hold 50% of after‑tax net shares from vesting for at least one year and until ownership guideline is met .
- Hedging/pledging prohibited: Control Group Members (including NEOs) are prohibited from hedging, short sales, speculative derivative trading, and pledging or margining Capital One securities .
Deferred compensation (balances as of last FY):
| Plan | Executive Contributions (2024) | Company Contributions (2024) | Aggregate Earnings (2024) | Aggregate Balance at FYE |
|---|---|---|---|---|
| VNQDCP (LaPrade) | $41,495 | $153,112 | $1,717,714 | $8,441,963 |
| ESP (LaPrade) | $0 | $0 | $225,512 | $1,129,462 |
Employment Terms
- Employment agreements: Capital One typically does not enter into defined-term employment contracts; none of the current NEOs have such an agreement .
- Executive Severance Plan (NEOs excluding CEO): Up to 30% of then‑current total target compensation plus a pro‑rated severance bonus (based on target cash incentive) for involuntary termination without cause; up to 18 months subsidized COBRA; outplacement up to one year; Committee discretion applies .
- Change-of-control (double trigger): All NEOs are party to change‑of‑control agreements; vesting/cash payments only if a change of control occurs and employment is terminated without cause or for good reason within two years after (or within one year prior in anticipation). No excise tax gross‑ups. Equity requires double‑trigger for acceleration .
- CoC severance formula (NEOs other than CEO): Lump-sum of 112.5% of the highest of (i) current total target comp, (ii) prior year total target comp, or (iii) prior year actual total comp, plus pro‑rated current year target cash incentive; plus benefits contributions/access for 2.5 years, outplacement up to $30k, and service credit .
- Retirement treatment: As a retirement‑eligible NEO as of Dec 31, 2024, upon retirement LaPrade’s RSUs and PSUs continue to vest per original terms (RSUs remain subject to performance‑based vesting); subsidized COBRA up to 18 months; additional retiree medical provisions apply to executives eligible in earlier years (CEO/Yajnik) .
- Restrictive covenants: Company maintains confidentiality, non‑compete, and non‑solicit arrangements with certain NEOs (Young, Yajnik, Cooper detailed); non‑compete payments can be made for up to two years in specified cases; LaPrade is not specifically listed among the named agreements in this disclosure .
- Clawbacks: Misconduct and financial restatement clawbacks cover equity and certain cash incentives .
Potential payments to LaPrade (hypothetical as of Dec 31, 2024):
| Scenario | Cash | Retirement Plan Contributions | Acceleration/Continuation of Equity | Continuation of Medical/Welfare Benefits | Total |
|---|---|---|---|---|---|
| Voluntary Termination (retirement‑eligible) | $0 | $0 | $13,229,382 | $61,000 | $13,290,382 |
| Involuntary (without cause) | $3,817,000 | $0 | $13,229,382 | $30,000 | $17,076,382 |
| Retirement | $0 | $0 | $13,229,382 | $61,000 | $13,290,382 |
| For Cause | $0 | $0 | $0 | $0 | $0 |
| Change of Control (double trigger) | $10,466,352 | $457,003 | $13,229,382 | $200,404 | $24,353,141 |
Performance & Track Record
- 2024 performance assessment: Awards recognized LaPrade’s role in key strategic initiatives including the Discover transaction, technology and data transformation, critical vendor arrangements, strong brand marketing performance, sound judgment, rigorous risk management, and talent development .
- 2021 performance assessment: Recognized for modernizing the company’s technological infrastructure, advancing platforms and customer experience, strengthening risk management (including remediation of regulatory consent order milestones linked to the 2019 cybersecurity incident), and leading hybrid workforce transition framework .
- Say‑on‑Pay support: Capital One’s 2024 say‑on‑pay approval was 95%, indicating strong investor support for the compensation framework .
Compensation Structure Analysis
- Mix and risk: LaPrade’s compensation is heavily long‑term and equity‑based, with RSUs and PSUs forming a substantial portion of the package across 2022–2024 . RSUs include a downside‑only performance vesting overlay (Core Earnings) that can reduce vesting up to 100% over three years , and PSUs depend on three‑year relative performance to peers .
- No stock options or repricings: 2022–2024 disclosures reflect RSUs and PSUs; no option awards or repricing practices are disclosed for LaPrade .
- Shareholder‑friendly features: Double‑trigger CoC; no excise tax gross‑ups; robust clawbacks; stock ownership and post‑vest retention requirements; prohibition on hedging and pledging .
Equity Ownership & Pledging
- Total beneficial and unvested RSU holdings are modest relative to total shares outstanding (<1%); 2025 “beneficial + RSUs” totaled 54,187 shares .
- Hedging and pledging of Capital One stock are prohibited for directors and officers; using Capital One securities in margin accounts is also prohibited .
Employment Terms (Severance and CoC Economics)
- Involuntary termination without cause: Up to 30% of total target compensation plus pro‑rated target cash incentive, subsidized COBRA up to 18 months, outplacement up to one year .
- CoC (double trigger): 112.5% of the highest of specified compensation measures plus pro‑rated target incentive; continued benefits and service credits; no excise tax gross‑ups .
- Retirement: As of Dec 31, 2024, LaPrade was retirement‑eligible; RSUs/PSUs continue to vest per original terms; COBRA subsidy available .
Investment Implications
- Pay-for-performance alignment: Heavy use of multi‑year PSUs and RSUs with downside‑only operating performance conditions, retention/ownership requirements, and clawbacks aligns executive outcomes with long‑term shareholder value and mitigates short‑term risk taking .
- Insider selling pressure: 2024 performance awards (granted Feb 2025) vest one‑third annually beginning on the first anniversary, creating predictable vest events; however, required one‑year post‑vest holding (50% of net shares) and ownership guidelines reduce forced selling risk; hedging/pledging are prohibited .
- Retention risk: Retirement eligibility increases the probability of voluntary exit at some point; nonetheless, continued vesting of unvested RSUs/PSUs upon retirement and ongoing leadership roles on critical enterprise initiatives support continuity incentives .
- Change‑of‑control sensitivity: Double‑trigger terms and absence of tax gross‑ups are shareholder‑friendly; LaPrade’s illustrative CoC package totals ~$24.35 million (as of 12/31/2024), primarily equity acceleration plus standard severance formula and benefits .
Overall, LaPrade’s incentives are long‑dated, performance‑conditioned, and equity‑centric, with governance safeguards that support alignment and reduce downside risk for shareholders. The main watchpoint is retirement eligibility (and periodic vesting events), partly offset by retention and ownership policies **[927628_0001193125-25-065530_d845790ddef14a.htm:91]** **[927628_0001193125-25-065530_d845790ddef14a.htm:98]** **[927628_0001193125-25-065530_d845790ddef14a.htm:114]** **[927628_0001193125-25-065530_d845790ddef14a.htm:116]**.