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    Richard D. Fairbank

    Chairman and CEO at Capital One Financial Corp
    Board
    Since November 1994
    Age
    74 years
    Education
    Earned both a Bachelor of Arts and a Master of Business Administration from Stanford University.
    Tenure
    Began tenure at COF by founding the company in 1987, assumed the role of CEO in November 1994, and became Chairman in February 1995.

    Also at Capital One Financial Corp

    CSK
    Celia S. Karam
    President of Retail Bank

    About

    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

    OrganizationRoleDate RangeDetails
    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 NameAmountPayment ScheduleAdditional Details
    SalaryNo cash salaryEntirely deferred and equity‑basedCompensation is fully deferred with no cash salary
    Change in Pension Value and Non‑Qualified Deferred Compensation Earnings$12,143Recognized during 2024As reported for 2024
    All Other Compensation$110,218Recognized during 2024Breakdown: 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

    MetricValueDetails
    Amount ($USD)$5.5 millionGrant date fair value
    Vesting Schedule3‑year deferral; payout in Q1 2028Deferred into VNQDCP
    Performance MetricsCompany performance & individual contributionsQualitative and quantitative factors evaluated by the Compensation Committee
    Grant DateFebruary 2025Award granted as part of 2024 Year‑End Incentive Award
    Clawback ProvisionsYesApplies for misconduct and financial restatement

    Performance Share Awards

    MetricValueDetails
    Financial Performance Shares91,196 shares; $18.25 millionMetrics: Common Dividends plus Growth of Tangible Book Value and Adjusted ROTCE; vesting contingent on above‑median performance
    TSR Performance Shares11,244 shares; $2.25 millionMetric: Relative Total Shareholder Return versus peers; vesting on performance
    Total Target Value$20.5 millionCombined award value
    Payout Range0% to 150% of targetBased on Company performance over 2025‑2027
    Vesting ScheduleJanuary 1, 2025 through December 31, 2027Performance evaluation period

    Year‑End Incentive RSUs

    MetricValueDetails
    Number of RSUs24,986 RSUsGranted as incentive for 2024 performance
    Grant Date Fair Value$5.0 millionFair value determined at grant
    Vesting DateFebruary 15, 2028Full vesting with cash settlement based on average stock price over the 15 trading days preceding vesting
    Performance MetricsCompany financial performance & relative TSRPerformance‐based vesting over a three‑year period (2025‑2027)

    Equity‑Based Award (RSUs)

    MetricValueDetails
    Number of RSUs18,580 RSUsAwarded for 2024 performance
    Grant Date Fair Value$2.5 millionAs of grant on February 1, 2024
    Vesting DateFebruary 15, 2027Full vesting with cash settlement based on the average stock price over the 15 trading days preceding the vesting date
    Performance MetricCore EarningsVesting subject to achieving performance thresholds
    Threshold/Target/MaxThreshold: 0%; Target: 100%; Max: 150%Dividend equivalents accrue; performance‐based adjustments apply
    Clawback ProvisionsYesApplies for misconduct and financial restatement