Robert Alexander
CAPITAL ONE FINANCIALAbout Robert Alexander
Robert M. Alexander is Capital One’s Chief Information Officer, responsible for all technology activities; he has served as CIO since May 2007 and joined Capital One in April 1998, previously leading lending businesses including U.S. consumer credit card and installment loans . He is age 60 in the 2025 proxy and 59 in the 2024 proxy . Alexander’s compensation is tied to company and individual performance with long-term incentives that vest based on financial metrics—Common Dividends + Growth of Tangible Book Value per Common Share (D+TBV) and Adjusted ROTCE—over multi-year horizons; CEO awards also include relative TSR, providing context for Capital One’s long-run performance framework . Company pay-versus-performance disclosures show TSR and D+TBV outcomes and net income trends during recent years, informing incentive payouts and alignment for executives .
Company performance context (pay-versus-performance):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | $97.32 | $145.28 | $94.95 | $137.03 | $189.44 |
| Peer Group TSR (Value of $100) | $98.31 | $132.75 | $118.77 | $133.20 | $173.90 |
| Net Income ($M) | $2,714 | $12,390 | $7,360 | $4,887 | $4,750 |
| D+TBV (Common Dividends + Growth of Tangible Book Value per Common Share) | 6.7% | 15.8% | (11.3)% | 18.7% | 9.6% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One | Chief Information Officer | Since May 2007 | Oversees all technology activities; cybersecurity and risk leadership credited with FRB lifting cyber-related consent order |
| Capital One | Lending business leadership (U.S. consumer credit card and installment loans) | Apr 1998–May 2007 | Led core lending franchises; operational efficiencies and strategic initiatives |
External Roles
No external public company directorships or outside roles for Mr. Alexander are disclosed in the 2024–2025 proxy statements reviewed .
Fixed Compensation
2023 Summary Compensation (SEC Summary Compensation Table)
| Year | Salary | Bonus | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2023 | $1,100,077 | $2,070,000 | $3,586,636 | $237,865 | $6,994,578 |
2023 “Compensation by Performance Year” view (Committee perspective)
| Performance Year | Base Salary | Cash Incentive | Long-Term Incentive (RSUs) | Long-Term Incentive (Performance Shares) | Total |
|---|---|---|---|---|---|
| 2023 | $1,100,077 | $2,070,000 | $1,380,047 | $1,656,030 | $6,206,154 |
Comp program design for NEOs (other than CEO) in 2023:
- Target mix: 20% base salary, 25% cash incentive, 55% long-term incentive; actual cash incentive payout could range 0–150% of target based on Company Performance Factors .
- 2023 cash incentives were approved at 150% of target, with individual NEO amounts in February 2024 reflecting 2023 performance .
Perquisites detail (2023 “All Other Compensation” breakdown)
| Category | Amount |
|---|---|
| Auto | $38,214 |
| Travel & Aircraft | $0 |
| Health Screening | $3,990 |
| Security | $0 |
| Company Contributions to Defined Contribution Plans | $180,450 |
| Insurance | $9,600 |
| Other | $5,612 |
Performance Compensation
2023 Year-End Incentive Awards (granted Feb 2024 for 2023 performance)
| Component | Grant | Metric | Weighting | Target/Payout Range | Vesting |
|---|---|---|---|---|---|
| Stock-settled RSUs | 10,256 units | N/A | N/A | N/A | Vest ratably in one-third increments starting on first anniversary of grant |
| Performance Shares | 12,307 target shares | D+TBV and Adjusted ROTCE | 2/3 D+TBV, 1/3 Adjusted ROTCE | 0–150% based on relative percentile vs KBW Index; ≥25th percentile = 40% payout, 55th = 100%, 80th = 150%; subject to Performance Share Reduction if Adjusted ROTCE is not positive in any year | 3-year performance period beginning Jan 1, 2024; cliff settle after period |
2023 Grants of Plan-Based Awards (issued Jan 26, 2023)
| Award Type | Grant Date | Shares/Target | Notes |
|---|---|---|---|
| Financial Performance Shares | 1/26/2023 | Target 15,900 | Probable outcome at grant; subject to relative and absolute performance measures |
| Stock-settled RSUs | 1/26/2023 | 13,250 | Three-year vesting; equity governance detailed in CD&A |
Key Performance Share mechanics and risk-balancing:
- Relative measure thresholds: <25th percentile = 0% payout; 25th = 40%; 55th = 100%; 80th+ = 150% .
- Absolute “Performance Share Reduction”: if Adjusted ROTCE is not positive in any fiscal year of the period, forfeit 50% of that year’s tranche; three years negative = full forfeiture .
- For 2024 performance year awards (granted Feb 2025), Financial Performance Shares moved to equal weighting: 50% D+TBV, 50% Adjusted ROTCE .
Realized vesting/exercise activity (2023):
- Stock awards vested: 24,848 shares; value realized $2,757,504 .
- Options: no exercises disclosed for 2023 .
Equity Ownership & Alignment
Beneficial ownership as of Feb 6, 2024
| Item | Shares/Value |
|---|---|
| Common Stock | 44,446 |
| Stock that may be acquired within 60 days (includes exercisable options and deferred RSUs) | 21,347 |
| Unvested Stock-settled RSUs | 32,952 |
| Total (Beneficial + Unvested RSUs) | 98,745 |
| Percent of Class | <1% |
Ownership policies and alignment:
- Stock ownership requirement for executive officers: 3x annual cash salary; post-termination hold: 1.5x salary for one year (CEO has dollar-based requirement) .
- Retention requirement: must hold 50% of after-tax net shares from PSUs and RSUs for one year and until ownership requirement is met .
- Hedging and pledging: prohibited; no use of Capital One securities in margin accounts or as collateral .
- Compliance: CEO and all NEOs currently in compliance; new executive officers have five years to achieve compliance .
Employment Terms
Severance, non-compete, and change-of-control economics (NEOs other than CEO; Alexander-specific agreements noted)
| Provision | Term |
|---|---|
| Employment agreements | Generally not utilized; none of current NEOs has an employment agreement |
| Non-compete (Alexander, Young, Yajnik) | Up to two-year enforcement after involuntary termination (other than cause/death/disability); payment equal to 15% of total target compensation per year of enforcement; subsidized COBRA for up to 18 months; two lump-sum payments (at termination and completion of enforcement) |
| Non-solicit (Alexander) | Restrictions on soliciting/hiring associates limited to competitors, if not based on confidential information |
| Severance plan (involuntary without cause) | 30% of total target compensation plus severance bonus based on target cash incentive if termination due to restructuring; healthcare subsidy via COBRA; outplacement; continued vesting of certain awards subject to release |
| Change-of-control | Double-trigger required for acceleration; cash-settled RSUs continue to vest upon involuntary separation not for cause or after double-trigger change of control; performance shares generally vest in full based on actual performance |
| Post-termination option exercise | 3 months after voluntary termination; 2 years after involuntary termination without cause |
| Clawbacks | Misconduct and financial restatement clawbacks embedded across incentive awards |
Investment Implications
- Strong pay-for-performance alignment: Alexander’s incentive comp is heavily equity-based with rigorous three-year financial metrics (D+TBV, Adjusted ROTCE) and explicit relative-percentile payout curves, plus reduction features if ROTCE is not positive; hedging/pledging prohibitions and retention requirements further align interests with long-term shareholders .
- Vesting cadence and selling pressure: RSUs vest in equal one-third tranches beginning on the first anniversary of grant; historical vesting in 2023 totaled 24,848 shares with $2.76M value realized, indicating mechanical vest events that can create periodic supply; options exercisable within 60 days totaled 21,347 shares as of Feb 6, 2024 .
- Retention and transition risk: Non-compete economics (15% of total target compensation per enforcement year up to two years) and severance design (30% of total target compensation, plus benefits) reduce flight risk and can lead to orderly transitions; double-trigger requirements limit windfalls on M&A while allowing award continuity .
- Execution record: Committee cited Alexander’s leadership in cybersecurity and risk management that contributed to FRB lifting a cyber-related consent order, plus international expansion and talent development—positive indicators for operational execution .
- Ownership and governance hygiene: Compliance with ownership guidelines, explicit retention holds, and prohibitions on hedging/pledging mitigate alignment red flags; independent consultant (FW Cook) supports compensation governance .