Sanjiv Yajnik
President, Financial Services at COF
Executive
About Sanjiv Yajnik
Sanjiv Yajnik is President, Financial Services at Capital One, responsible for overseeing the Auto Finance business; he has served in this role since June 2009 and joined Capital One in July 1998 after leadership positions at PepsiCo, Circuit City, and Mobil Oil. He is age 68 per the company’s governance disclosure . His compensation is tied to pay-for-performance structures emphasizing Financial Performance Shares based on D+TBV and Adjusted ROTCE (0–150% payout), with settlement outcomes reflecting multi-year performance; for the 2022 grant that settled in 2025, Company performance was 35th percentile D+TBV and 50th percentile Adjusted ROTCE, yielding a 70% payout . Company TSR has outperformed the S&P Financial Index cumulatively over the measured period, reinforcing long-term equity alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One Financial Services | President, Financial Services | Since June 2009 | Oversees Auto Finance; drives partnerships and platform innovation (Dealer Navigator, Auto Navigator, Refinance) |
| Capital One Europe, Canada, Small Business Services | Business leader across divisions | 1998–2009 | Led multiple businesses, building international and SMB capabilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PepsiCo | Leadership positions | Not disclosed | Pre-Capital One leadership experience |
| Circuit City | Leadership positions | Not disclosed | Pre-Capital One leadership experience |
| Mobil Oil | Leadership positions | Not disclosed | Pre-Capital One leadership experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (Performance Year basis) | $1,219,077 | $1,259,615 | $1,297,615 |
2024 Perquisites and Other Compensation components:
| Category | Amount (2024) |
|---|---|
| Auto benefit | $36,608 |
| Health screening | $250 |
| Security | $246 |
| Company contributions to defined contribution plans | $178,795 |
| Insurance | $18,960 |
| Other (tickets/products/recognition, charitable contributions) | $6,860 |
Performance Compensation
Multi-year compensation by performance year:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash Incentive | $2,146,200 | $2,370,000 | $2,442,000 |
| Stock-Settled RSUs (Grant-date fair value) | $1,532,356 | $1,580,004 | $1,627,376 |
| Performance Shares (Grant-date fair value) | $1,838,781 | $1,896,085 | $1,952,771 |
| Total | $6,736,414 | $7,105,704 | $7,319,762 |
2024 Summary Compensation Table (SEC reporting basis):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,219,077 | $1,259,615 | $1,297,615 |
| Bonus (cash incentive) | $2,146,200 | $2,370,000 | $2,442,000 |
| Stock Awards | $3,290,407 | $3,604,059 | $3,602,747 |
| All Other Compensation | $310,343 | $316,895 | $241,719 |
| Total | $6,966,027 | $7,550,569 | $7,584,081 |
2024 Performance Year awards (granted Feb 2025):
- Cash incentive: $2,442,000
- Long-term incentive: 8,132 stock-settled RSUs; 9,758 target performance shares; total grant-date fair value $3,580,147
- RSU vesting: three equal annual installments beginning February 15 of the year after grant; subject to performance-based vesting tied to Core Earnings
Performance Share design and metrics:
| Aspect | Detail |
|---|---|
| Metrics | D+TBV and Adjusted ROTCE (equal 50/50 weighting for 2025 awards) |
| Relative hurdles | 25th percentile = 40% payout; 55th percentile = 100%; 80th percentile = 150% |
| Absolute reduction | If Adjusted ROTCE not positive in a year: one-sixth reduction; two years: one-third; three years: forfeit entire award |
| Peer group | KBW Bank Index (excluding non-traditional banks) |
| Vesting | Three-year cliff vesting, payout in shares based on formula |
Realized example: 2022 Financial Performance Shares (settled 2025)
| Metric | Weighting | Percentile vs KBW | Payout |
|---|---|---|---|
| D+TBV | Two-thirds (historical grant structure) | 35th percentile | Contributed to 70% total |
| Adjusted ROTCE | One-third | 50th percentile | Contributed to 70% total |
| Total | — | — | Settled at 70% of target; no absolute reduction (positive Adjusted ROTCE all 3 years) |
Equity Ownership & Alignment
Beneficial ownership (as of Feb 4, 2025):
| Holding | Amount |
|---|---|
| Common stock owned | 95,490; less than 1% of outstanding common shares |
| Unvested stock-settled RSUs | 32,038 |
| Total (common + unvested RSUs) | 127,528 |
Stock ownership and retention requirements:
- NEO stock ownership requirement: 3x annual cash salary; post-termination hold: 1.5x annual cash salary for one year .
- Must retain 50% of after-tax shares from RSU/performance share vesting for one year and until guideline met; all NEOs currently in compliance .
- Hedging, short sales, margin use, and pledging Capital One securities are prohibited (applies to officers and directors) .
Outstanding equity awards (FY-end 2024) – Yajnik:
| Grant Date | RSUs Unvested (#) | RSUs Market Value | Unearned Performance Shares (#) | Market/Payout Value |
|---|---|---|---|---|
| 2/3/2022 | 3,362 | $599,512 | 8,473 | $1,510,905 |
| 1/26/2023 | 8,802 | $1,569,573 | 23,763 | $4,237,418 |
| 2/1/2024 | 11,742 | $2,093,833 | 21,137 | $3,769,150 |
Recent insider transactions (Section 16):
- Form 4 filed Feb 5, 2024 (document date Feb 1, 2024) reflecting transactions for Yajnik .
- Form 4 filed Feb 20, 2024 (document date Feb 15, 2024) noting automatic share withholding to cover taxes upon RSU vesting .
- Form 4 filed Mar 13, 2024 referencing changes on Mar 11, 2024 .
Employment Terms
Termination scenarios and potential payments (as of Dec 31, 2024):
| Scenario | Cash | Retirement Plan Contributions | Acceleration/Continuation of Equity | Continuation of Medical/Welfare | Total |
|---|---|---|---|---|---|
| Voluntary Termination (retirement-eligible) | $976,500 | — | $11,758,777 | $61,000 | $12,796,277 |
| Involuntary (without cause) | $5,534,000 | — | $11,758,777 | $30,000 | $17,322,777 |
| Retirement | $976,500 | — | $11,758,777 | $61,000 | $12,796,277 |
| Change of Control (double trigger) | $9,826,949 | $456,511 | $11,758,777 | $247,176 | $22,289,413 |
Key provisions:
- Change-of-control agreements: double-trigger equity acceleration; no excise tax gross-ups; equity continues vesting on original schedule unless terminated without cause or for good reason within two years post-CoC .
- Executive Severance Plan (excluding CEO): up to 30% of then-current total target compensation plus prorated severance bonus (target cash incentive), 18 months subsidized COBRA, and outplacement; discretion to tailor terms with restrictive covenants .
- Non-competition agreements (Yajnik, Young): up to two-year enforcement post involuntary separation with payments equal to 15% of total target compensation per year of enforcement; COBRA subsidy up to 18 months; two lump-sum payments tied to enforcement completion .
- Confidentiality and non-solicit covenants (Cooper, Yajnik, Young): two-year employee non-solicit following separation and confidentiality restrictions .
- Retirement eligibility: Yajnik was retirement-eligible as of Dec 31, 2024; upon retirement, RSUs and performance shares continue to vest on original terms; options exercisable through expiration if vested; for-cause terminations limit option exercise to three months .
Investment Implications
- Compensation alignment: Yajnik’s variable pay is heavily equity-based with performance shares tied to D+TBV and Adjusted ROTCE and RSUs subject to Core Earnings; realized settlements (e.g., 70% for 2022 grants) demonstrate sensitivity to multi-year fundamentals and peer-relative outcomes .
- Retention risk: Non-compete economics (15% of total target compensation per enforcement year plus COBRA) and continued vesting upon retirement materially mitigate near-term departure risk for a retirement-eligible executive .
- Insider selling pressure: Vesting is ratable for RSUs and cliff for performance shares; recent Form 4s show tax withholding on vesting rather than discretionary sales, which typically reduces market overhang risk compared to open-market selling .
- Ownership and alignment: Beneficial ownership of 95,490 common shares and 32,038 unvested RSUs with compliance to 3x salary ownership guidelines and strict prohibitions on hedging/pledging support alignment with shareholders and reduce leverage-induced risk .
- Change-of-control economics: Double-trigger equity protection and ~$22.3M total potential payout under CoC could be significant in an M&A context; absence of excise tax gross-ups is shareholder-friendly .
- Governance and shareholder sentiment: Strong say-on-pay support (95% approval in 2024) indicates investor acceptance of pay design; performance share peer group anchored to the KBW Index with clear percentile hurdles supports disciplined benchmarking .