Richard D. Fairbank, aged 74, has built a distinguished career in the financial services industry with a strong educational foundation from Stanford University, where he earned both his BA and MBA.

Starting his journey as a strategy consultant, he later founded COF in 1987 with a forward-thinking vision to transform banking through data and technology.

Assuming the role of CEO in November 1994 and taking on the additional responsibilities as Chairman in February 1995, his leadership has been marked by a commitment to innovation and growth, positioning COF as a leader in technological advancement and customer service.

Past Roles

Organization	Role	Date Range	Details
Various Leading Companies	Strategy Consultant	Pre-1987	Advised leading companies on long-term business strategy and growth opportunities

Fixed Compensation

Data from FY 2024

Component Name	Amount	Payment Schedule	Additional Details
Salary	No cash salary	Entirely deferred and equity‑based	Compensation is fully deferred with no cash salary
Change in Pension Value and Non‑Qualified Deferred Compensation Earnings	$12,143	Recognized during 2024	As reported for 2024
All Other Compensation	$110,218	Recognized during 2024	Breakdown: Health Screening: $3,397, Security: $15,311, Insurance: $39,300, Other: $52,210; Auto and Travel costs: None

Performance Compensation

Data from FY 2024

Deferred Cash Bonus

Metric	Value	Details
Amount ($USD)	$5.5 million	Grant date fair value
Vesting Schedule	3‑year deferral; payout in Q1 2028	Deferred into VNQDCP
Performance Metrics	Company performance & individual contributions	Qualitative and quantitative factors evaluated by the Compensation Committee
Grant Date	February 2025	Award granted as part of 2024 Year‑End Incentive Award
Clawback Provisions	Yes	Applies for misconduct and financial restatement

Performance Share Awards

Metric	Value	Details
Financial Performance Shares	91,196 shares; $18.25 million	Metrics: Common Dividends plus Growth of Tangible Book Value and Adjusted ROTCE; vesting contingent on above‑median performance
TSR Performance Shares	11,244 shares; $2.25 million	Metric: Relative Total Shareholder Return versus peers; vesting on performance
Total Target Value	$20.5 million	Combined award value
Payout Range	0% to 150% of target	Based on Company performance over 2025‑2027
Vesting Schedule	January 1, 2025 through December 31, 2027	Performance evaluation period

Year‑End Incentive RSUs

Metric	Value	Details
Number of RSUs	24,986 RSUs	Granted as incentive for 2024 performance
Grant Date Fair Value	$5.0 million	Fair value determined at grant
Vesting Date	February 15, 2028	Full vesting with cash settlement based on average stock price over the 15 trading days preceding vesting
Performance Metrics	Company financial performance & relative TSR	Performance‐based vesting over a three‑year period (2025‑2027)

Equity‑Based Award (RSUs)

Metric	Value	Details
Number of RSUs	18,580 RSUs	Awarded for 2024 performance
Grant Date Fair Value	$2.5 million	As of grant on February 1, 2024
Vesting Date	February 15, 2027	Full vesting with cash settlement based on the average stock price over the 15 trading days preceding the vesting date
Performance Metric	Core Earnings	Vesting subject to achieving performance thresholds
Threshold/Target/Max	Threshold: 0%; Target: 100%; Max: 150%	Dividend equivalents accrue; performance‐based adjustments apply
Clawback Provisions	Yes	Applies for misconduct and financial restatement