Capital One approves $40 million 2025 pay package for CEO Richard Fairbank
On February 3, 2026, Capital One's Compensation Committee and independent directors approved a $40 million total pay package for Chairman and CEO Richard Fairbank for 2025 performance, and set his 2026 compensation plan. The filing also adopts an executive cash severance policy and a change of control severance plan, both effective March 1, 2026, which set limits on future executive severance terms.
Key points
- 2025 pay package totals $40 million: $2.5 million in RSUs granted February 4, 2025, plus a $37.5 million year-end incentive award
- The $37.5 million incentive includes $24.8 million in performance shares tied to 2026 to 2028 performance, a $6.7 million deferred cash bonus, and RSUs with a $6.0 million grant date value
- Cash Severance Policy, effective March 1, 2026, bars new executive severance above 2.99 times base salary plus target bonus without stockholder ratification
The filing
Written by AI on Nov 8, 2026, 2:16 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on February 06, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.