1.

Elect twelve nominated directors, who are listed in the proxy statement, as directors of Capital One;

2.

Approve, on a non-binding advisory basis, our Named Executive Officer compensation (“Say on Pay”);

3.

Approve and adopt the Capital One Financial Corporation Amended and Restated 2002 Associate Stock Purchase Plan;

4.

Ratify the selection of Ernst & Young LLP, as our independent registered public accounting firm for 2024; and

  5 ^– 7.

Consider stockholder proposals, if properly presented at the meeting.

 Meeting Information

 Date:

Thursday, May 2, 2024

 Time:

10:00 a.m. Eastern Time

 Location:

1600 Capital One Drive, McLean, Virginia 22102

 Record Date:

March 6, 2024

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Follow the instructions under “Can I attend the 2024 Annual Stockholder Meeting?” on page 140 and request a ballot when you arrive at the meeting.

You are being asked to elect the following twelve candidates for director: Richard D. Fairbank, Ime Archibong, Christine Detrick, Ann Fritz Hackett, Suni P. Harford, Peter Thomas Killalea, Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars, François Locoh-Donou, Peter E. Raskind, Eileen Serra, Mayo A. Shattuck III, and Craig Anthony Williams. Each nominee to our Board of Directors (“Board”) is standing for election to hold office until our next annual stockholder meeting or until their successor is duly elected and qualified. For additional information regarding our director nominees, see “Our Director Nominees” beginning on page 13 and “Skills and Experience of Our Director Nominees” beginning on page 21 of this proxy statement. For a description of our corporate governance practices, see “Corporate Governance at Capital One” beginning on page 23 of this proxy statement.

✓  Our Board unanimously recommends that you vote “FOR” each of these director nominees.

Board Members and Leadership

Board Governance Best Practices

∎   Eleven of our twelve director nominees are independent; our Chief Executive Officer (“CEO”) and founder is the only member of management who serves as a director

∎   Appointment of seven new independent directors since 2019, all of whom are current director nominees

∎   Active and empowered Lead Independent Director elected annually by the independent members of our Board (“Independent Directors”)

∎   Active and empowered committee chairs, all of whom are independent

∎   Directors have a mix of tenures, including long-standing members, relatively new members, and others at different points along the tenure continuum

∎   Directors reflect a variety of experiences and skills that match the Company’s complexity and strategic direction, and give the Board the collective capability necessary to oversee the Company’s activities

∎   Regular discussions regarding Board recruiting, succession, and refreshment, including director skills and qualifications, that support the Company’s long-term strategic objectives

∎   Regular executive sessions of the Independent Directors that regularly include separate meetings with our CEO, Chief Financial Officer (“CFO”), General Counsel and Corporate Secretary, Chief Enterprise Risk Officer, Chief Credit and Financial Risk Officer (together with the Chief Enterprise Risk Officer, the “Chief Risk Officers”), Chief Audit Officer, Chief Information Security Officer, Chief Technology Risk Officer, Chief Credit Review Officer, and/or Chief Compliance Officer

∎   Annual assessments of the Board and each of its committees, the Independent Directors, and the Lead Independent Director

∎   Active engagement and oversight of Company strategy; risk management (including technology risk management); the Company’s political activities and contributions; and environmental, social, and governance (“ESG”) matters

∎   Direct access to members of management by the Board

∎   Annual CEO evaluation process led by the Lead Independent Director

∎   Regular talent and succession planning discussions regarding the CEO and other key executives

∎   Regular meetings between the Board and federal banking regulators

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Stockholder Engagement and Stockholder Role in Governance

∎   Regular outreach and engagement throughout the year by our CEO, CFO, and Investor Relations team with stockholders regarding Company strategy and performance

∎   Formal outreach and engagement with governance representatives of our largest stockholders at least two times per year

∎   Feedback from investors regularly shared with our Board and its committees to ensure that our Board has insight on investor views

∎   The Board and its Governance and Nominating Committee review extensive briefings and benchmarking reports on corporate governance practices and emerging corporate governance issues

∎   Majority voting for directors with resignation policy in uncontested elections

∎   Stockholders are able to act by written consent, subject to certain procedural and other safeguards that the Board believes are in the best interests of Capital One and our stockholders

∎   Stockholders holding at least 25% of outstanding common stock may request a special meeting

∎   Stockholders holding at least 3% of outstanding common stock for at least three years can nominate director candidates for inclusion in our proxy materials

∎   No supermajority vote provisions in Bylaws and Certificate of Incorporation

∎   No stockholder rights plan (commonly referred to as a “poison pill”)

∎   Detailed director skills matrix, showing each individual nominee’s self-identified diversity, skills, and attributes that are most relevant to fulfill the Board’s oversight responsibilities in light of the Company’s business, strategy, and risk management

∎   Expanded disclosure in our proxy statement regarding our approach to ESG and publication of an ESG Report in 2022 and 2023

You are being asked to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”). For additional information regarding our executive compensation program and our NEO compensation, see “Compensation Discussion and Analysis” beginning on page 63 and “Named Executive Officer Compensation” beginning on page 104 of this proxy statement.

✓  Our Board unanimously recommends that you vote “FOR” the advisory approval of our 2023 NEO Compensation as disclosed in this proxy statement.

Net Revenue of $36.8 billion, an increase of 7.4% from 2022, driven by strong loan growth, particularly in Domestic Card, and strong customer and deposit growth in the Retail Bank.

Diluted Earnings Per Share (“EPS”) of $11.95, the third highest in Capital One history. Adjusted diluted EPS⁽¹⁾⁽²⁾ of $12.52.

Return On Tangible Common Equity (“ROTCE”)⁽¹⁾⁽³⁾ of 13.0% compared to 19.9% in 2022 as charge-off levels continued to normalize from record pandemic lows and we built our allowance for credit losses to support strong loan growth.

Operating Efficiency Ratio⁽⁴⁾ of 44.3% in 2023 compared to 44.2% in 2022. Adjusted operating efficiency ratio⁽¹⁾⁽²⁾ improved 99 basis points (“bps”) to 43.5% in 2023 driven by a combination of strong revenue growth and disciplined investments in growth, technology, and talent.

Efficiency Ratio⁽⁴⁾ of 55.2% in 2023, an improvement from 55.9% in 2022, as we kept our marketing investment relatively flat year-over-year. Adjusted efficiency ratio⁽¹⁾⁽²⁾ was 54.4% in 2023 compared to 56.3% in 2022.

Strong Credit Risk Management with a net charge-off rate of 2.7%, up from 1.4% in 2022, as credit losses normalized from pandemic-level lows.

Continued Balance Sheet Strength with strong liquidity and total deposits of $348 billion, up 5% from 2022. Our common equity Tier 1 capital ratio⁽⁵⁾ was at 12.9% as of December 31, 2023, an increase from 12.5% in 2022 and above regulatory guidelines.

Tangible Book Value Per Common Share⁽¹⁾⁽⁶⁾ was $99.78, an increase of 15.9% from $86.11 in 2022, the result of strong profitability and capital management and changes in the prevailing level of interest rates. We returned $1.5 billion of capital to stockholders through both common dividends and share repurchases.

Total Shareholder Return (“TSR”) of 44.3% for the one-year period ended December 31, 2023, significantly outperforming the KBW Bank Index, which decreased 0.9%, and the S&P 500, which increased 24.2%. The three-year and five-year TSR for the periods ended December 31, 2023 were 40.8% and 90%, respectively, significantly outperforming the KBW Bank Index, which was up 7.8% and 31.6% over the same time periods, respectively.

Execution Against Strategic Imperatives. We continued to make significant progress on our long-term strategic agenda. We also made disciplined investments in our modern technology infrastructure and data environment; scaled our digital capabilities to associates and customers; enhanced our products and customer experiences; and continued to attract, develop, and retain top talent. We also invested in digital marketing and supporting the Capital One brand through bold advertising and marquee sponsorships.

Risk Management and Control Environment. We invested in technology, talent, and business process improvement and maintained a strong risk and control environment, particularly in the areas of cybersecurity, capital planning, and enterprise risk management. In 2023, the Federal Reserve Board (“FRB”) formally terminated our cyber-related consent order.

Progress on ESG Initiatives. We continued to invest in the development and management of our enterprise climate strategy. We have taken steps to understand our greenhouse gas (“GHG”) emissions

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

trajectory and path to reduction. As part of our Impact Initiative, we facilitated approximately $67 million in grants to local, regional, and national nonprofits, building our reputation with external stakeholders, and helping advance socioeconomic mobility in our communities. See “Environmental, Social, and Governance Practices” beginning on page 47 for more information regarding our policies, programs, and strategies related to ESG and our 2023 accomplishments.

The Committee considers these metrics to be key financial performance measures in its assessment of the Company’s performance, including certain non-GAAP measures. While we believe our non-GAAP measures help investors, and users of our financial information understand the effect of adjusting items on our selected reported results, they may not be comparable to similarly titled measures reported by other companies. See Appendix A for our definition and reconciliation of these non-GAAP measures to the applicable amounts measured in accordance with GAAP.

Adjusted diluted EPS, adjusted operating efficiency ratio and adjusted efficiency ratio are non-GAAP measures. See Appendix A for our reconciliation of the applicable non-GAAP measure to the applicable amount measured in accordance with GAAP.

ROTCE is a non-GAAP measure calculated based on net income (loss) available to common stockholders less income (loss) from discontinued operations, net of tax, for the period, divided by average tangible common equity. See Appendix A for our reconciliation of this non-GAAP measure to the applicable amounts measured in accordance with GAAP.

Operating efficiency ratio is calculated based on operating expense for the period divided by total net revenue for the period and reflects as-reported results in accordance with GAAP. Efficiency ratio is calculated based on total non-interest expense for the period divided by total net revenue for the period and reflects as-reported results in accordance with GAAP.

Common equity Tier 1 capital ratio is a regulatory capital measure calculated based on common equity Tier 1 capital divided by risk-weighted assets.

Tangible book value per common share is a non-GAAP measure calculated based on tangible common equity divided by common shares outstanding. See Appendix A for our reconciliation of this non-GAAP measure to the applicable amounts measured in accordance with GAAP.

No CEO Cash Salary. Our CEO does not receive a cash salary and 100% of his compensation is deferred for at least three years.

The Payout of a Majority of CEO Year-End Incentive Compensation Determined by Formula. A majority of our CEO’s year-end incentive compensation for the 2023 performance year was awarded in the form of performance share awards that vest based entirely on the Company’s performance on an absolute basis and/or relative to the Company’s peers in the KBW Bank Index, excluding non-traditional banks that do not focus on lending to consumers and businesses (“Performance Share Peers”), over a three-year period.

25% of CEO 2023 Performance Share Awards Linked to TSR. A portion of our CEO year-end incentive performance share awards will vest based entirely on the Company’s TSR performance relative to the Performance Share Peers over a three-year period.

Awards Based on Company and Individual Performance. All NEOs receive incentive awards based on Company and/or individual performance. For 2023, 100% of CEO compensation and approximately 82% of the compensation for the other NEOs was based on Company and/or individual performance.

The Majority of CEO Compensation and Nearly Half of All Other NEO Compensation is Equity-Based and Determined After Performance Year-End. 83% of our CEO’s and approximately 49% of all other NEOs’ total compensation for the 2023 performance year was equity-based to align with stockholder interests. 91% of CEO compensation and the majority of all other NEO compensation was determined after the performance year-end, allowing the Board to consider a full year of Company and individual performance.

All Equity and Equity-Based Awards Contain Performance and Recovery Provisions. All equity awards contain performance and recovery provisions that are designed to further enhance alignment between pay and performance and to balance risk. All incentive-based compensation is subject to the Capital One Financial Corporation Recoupment Policy (“Clawback Policy”). See “Additional Performance Conditions and Recovery Provisions” beginning on page 95 for more information.

Restricted Stock Units (“RSUs”) granted in January 2023, which had a total grant date value of approximately $2.5 million, totaling 21,539 RSUs. The RSUs will vest in full on February 15, 2026, settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and are subject to performance-based vesting provisions.

Year-End Incentive Award totaling approximately $26.5 million granted in February 2024 in recognition of the Company’s performance and the CEO’s contribution to that performance in 2023 and consisting of:

Performance Share Units. Performance share unit awards with an aggregate value of approximately $16.8 million, for which the CEO may receive from 0% to 150% of a total target number of 124,852 shares of the Company’s common stock based on the Company’s TSR (with respect to 31,213 shares, or approximately $4.2 million of the awards) and financial performance (with respect to 93,639 shares, or $12.6 million of the awards) over a three-year period from January 1, 2024 through December 31, 2026.

RSUs. 34,929 cash-settled RSUs (“Year-End Incentive RSUs”) valued at $4.7 million, which vest in full on February 15, 2027, settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and are subject to performance-based vesting provisions.

Deferred Cash Bonus. A deferred cash bonus of $5.0 million, which is mandatorily deferred for three years into the Company’s Voluntary Non-Qualified Deferred Compensation Plan (“VNQDCP”) and will pay out in the first calendar quarter of 2027.

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Deferred 
Cash 

Bonus 

Cash- 

Settled 
RSUs 

2023

2022

2021

For 2023, approximately $4.2 million of the awarded performance shares will vest based on the Company’s TSR performance relative to the Performance Share Peers over a three-year period. Approximately $12.6 million of the awarded performance shares will vest based on the Company’s relative and absolute financial performance over a three-year period. For 2022, $4.13 million of the awarded performance shares will vest based on the Company’s TSR performance relative to the Performance Share Peers over a three-year period. $12.40 million of the awarded performance shares will vest based on the Company’s relative and absolute financial performance over a three-year period. For 2021, $4.55 million of the awarded performance shares will vest based on the Company’s TSR performance relative to the Performance Share Peers over a three-year period. $13.65 million of the awarded performance shares will vest based on the Company’s relative and absolute financial performance over a three-year period. See “Performance Share Award Metrics” beginning on page 78 for a description of the metrics applicable to the performance shares.

You are being asked to approve and adopt the Capital One Financial Corporation Amended and Restated 2002 Associate Stock Purchase Plan. For additional information regarding the proposal, see “Approval and Adoption of the Capital One Financial Corporation Amended and Restated 2002 Associate Stock Purchase Plan” beginning on page 60 of this proxy statement.

✓  Our Board unanimously recommends that you vote “FOR” the approval and adoption of the Capital One Financial Corporation Amended and Restated 2002 Associate Stock Purchase Plan as disclosed in this proxy statement.

You are being asked to ratify the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for 2024. For additional information regarding the Audit Committee’s selection of and the fees paid to Ernst & Young LLP, see “Audit Committee Report” on page 130 and “Ratification of Selection of Our Independent Registered Public Accounting Firm” beginning on page 128 of this proxy statement.

✓  Our Board unanimously recommends that you vote “FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for 2024.

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

You are being asked to vote on three stockholder proposals. For additional information regarding the proposals, see “Stockholder Proposals” beginning on page 131 of this proxy statement.

û Our Board unanimously recommends that you vote “AGAINST” the three stockholder proposals as disclosed in this proxy statement.

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Occupation

Richard D. Fairbank

73

Chairman and Chief Executive Officer, Capital One Financial Corporation

1994

No

0

Ime Archibong

42

Vice President, Product Management and Head of Product at Messenger, Meta

2021

Yes

0

Christine Detrick

65

Former Director, Head of the Americas Financial Services Practice; Former Senior Advisor, Bain & Company

2021

Yes

2

Ann Fritz Hackett

70

Former Strategy Consulting Partner

2004

Yes

2

Suni P. Harford

Former President, UBS Asset Management

Peter Thomas Killalea

Former Vice President of Technology, Amazon.com

Eli Leenaars

Former Group Chief Operating Officer, Quintet Private Bank

François Locoh-Donou

52

President, Chief Executive Officer, and Director, F5 Networks, Inc.

2019

Yes

1

Peter E. Raskind

67

Former Chairman, President and Chief Executive Officer, National City Corporation

2012

Yes

0

Eileen Serra

69

Former Senior Advisor, JP Morgan Chase & Co.; Former Chief Executive Officer, Chase Card Services

2020

Yes

1

Mayo A. Shattuck III

69

Former Chairman, Exelon Corporation;

Former Chairman, President and Chief Executive Officer, Constellation Energy Group

2003

Yes

2

Craig Anthony Williams

President, Geographies and Marketplace at NIKE, Inc.

Each of the nominees for election as directors to our Board with the exception of Ms. Harford, who was appointed to the Capital One Board on February 28, 2024, with an effective date of April 1, 2024, also serve on the Board of Directors of Capital One, National Association, our principal operating subsidiary. Mr. Fairbank serves as Chair of the Board of Directors of Capital One, National Association. Ms. Harford is expected to be appointed to the Board of Directors of Capital One, National Association following the 2024 Annual Stockholder Meeting.

Capital One’s Corporate Governance Guidelines limit the allowable board seats for our non-executive officer directors to four public company boards, including the Capital One Board, and for executive officer directors, to two public company boards, including the Capital One Board.

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

  Director Since: 1994

  Age: 73

  Capital One Committees:   

  ∎   None

Richard D. Fairbank

Chairman and Chief Executive Officer, Capital One Financial Corporation

Mr. Fairbank is the founder, CEO and Chairman of Capital One and one of just a few founder-CEOs among America’s largest public companies. In 1987, Mr. Fairbank founded Capital One on the belief that data and technology could change how banking works. He has been the CEO since the Company’s initial public offering in November 1994, and has served as the Chairman since February 1995.

Mr. Fairbank’s vision and leadership have positioned Capital One as a leader in technology, data, and cloud capabilities and the Company has been recognized as one of the most innovative financial services providers in the world. Today, Capital One serves over 100 million customers and has reimagined the banking experience, built an iconic and respected brand, and been consistently recognized as one of the best companies to work for.

Prior to Capital One, Mr. Fairbank earned his BA and MBA from Stanford University. He became a strategy consultant, advising leading companies on long-term business strategy and growth opportunities. Mr. Fairbank has over three decades of experience in banking and financial services. As the founder and CEO of Capital One, he is deeply knowledgeable about all aspects of the Company’s businesses, strategies, capabilities and culture. His qualifications as a Director also include his broad range of skills in the areas of strategy, technology, risk management, customer experience, talent, and public company leadership and governance.

Additional Public Directorships:

∎   None

  Director Since: 2021

  Age: 42

  Capital One Committees:   

  ∎   Compensation Committee

Ime Archibong

Vice President, Product Management and Head of Product at Messenger, Meta

Mr. Archibong is a seasoned product and business development technology executive. He has served as Vice President, Product Management and Head of Product at Messenger at Meta Platforms, Inc. (formerly known as Facebook, Inc.) since March 2023. From August 2019 until March 2023, Mr. Archibong served as Meta’s Head of New Product Experimentation, where he led a multi-disciplinary group focused on product research and development. Prior to that role, Mr. Archibong served as Meta’s Vice President, Product Partnerships from November 2010 to June 2020.

Prior to joining Meta, from February 2004 to October 2010, Mr. Archibong held roles of increasing responsibility at International Business Machines (IBM), including serving on the Advanced Technology Professional Business Development team focused on the future of storage, the Corporate Strategy team laying the foundation for IBM’s Smarter Cities initiative, and as a software engineer in the Systems and Technology Group.

Additional Public Directorships:

∎   None

  Director Since: 2021

  Age: 65

  Capital One Committees:   

  ∎   Audit Committee

  ∎   Risk Committee

Christine Detrick

Former Director, Head of the Americas Financial Services Practice; Former Senior Advisor, Bain & Company

Ms. Detrick is a financial services industry veteran with more than 35 years of senior operating and executive leadership experience. She has deep expertise in the banking and insurance industries across a wide array of sectors, including asset management, credit cards, property and casualty, and life insurance, payments, and other consumer finance segments. From 2002 until 2012, Christine Detrick was a Senior Partner, Leader of the Financial Services Practice, and a Senior Advisor at Bain & Company, a management consulting firm. Before joining Bain, she served for ten years at A.T. Kearney, Inc., a management consulting firm, including as Leader of the Global Financial Institutions group and a member of the firm’s Board of Management and Board of Directors. At Bain and A.T. Kearney, Ms. Detrick served banks on issues of strategy, operational transformation, risk management, and technology.

Prior to those roles, she was a founding member of a venture capital firm specializing in savings and loan institution turnarounds and served as the Chief Executive Officer of St. Louis Bank for Savings. She was also a consultant at McKinsey and Company earlier in her career. Ms. Detrick also serves on the board of Hartford Mutual Funds, a mutual fund company, as chairman of the board. She also serves as chairman of the board of Altus Power, a public clean energy company, and as a member of the board of CRA International, Inc., a public management consulting company. She previously served on the board of directors of Forest City Realty Trust, a public real estate investment trust, as chair of the Compensation Committee, and Reinsurance Group of America, a public reinsurance company, as chair of the Nominating and Governance Committee.

Additional Public Directorships:

∎   Altus Power America, Inc.

∎   CRA International, Inc.

  Lead Independent Director

  Director Since: 2004

  Age: 70

  Capital One Committees:   

  ∎   Compensation Committee

  ∎   Governance and Nominating

     Committee (Chair)

  ∎   Risk Committee

Ann Fritz Hackett

Former Strategy Consulting Partner

Ms. Hackett has extensive experience in leading companies that provide strategy and human capital consulting services to boards of directors and senior management teams. She has experience developing corporate and business strategy, leading change initiatives, risk management, talent management and succession planning, and creating performance-based compensation programs, as well as significant international and technology experience. Ms. Hackett also has extensive board experience.

Ms. Hackett is a former Strategy Consulting Partner. From 2015 through January 2020 she was a Partner and Co-founder of Personal Pathways, LLC, a technology company providing a web-based enterprise collaboration insights platform to advance high performance professional relationships required in today’s distributed workplace. Prior to her role at Personal Pathways, she was President of Horizon Consulting Group, LLC, a firm founded by Ms. Hackett in 1996, providing global consumer product and service companies with innovative strategy and human capital initiatives. Prior to launching Horizon Consulting, Ms. Hackett spent 11 years at a leading national strategy consulting firm where she served as Vice President and Partner in the strategy practice, served on the Management Committee, and led Human Resources. Ms. Hackett is also a member of Tapestry Networks’ Lead Director Network, a select group of lead directors who collaborate on matters regarding board leadership. She also previously served as a director of Beam, Inc. (predecessor to Beam Suntory, Inc.) from December 2007 until April 2014.

Additional Public Directorships:

∎   Fortune Brands Innovations, Inc.

∎   MasterBrand, Inc.

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

  Director Since: 2024

  Age: 61

  Capital One Committees:   

  ∎   Audit Committee

  ∎   Risk Committee

Suni P. Harford

Former President, UBS Asset Management

Ms. Harford is a seasoned financial services industry executive with over 30 years of risk management, compliance and banking experience. Ms. Harford served as the President of UBS Asset Management as well as Chair of UBS Asset Management’s Executive Committee and Risk Committee from October 2019 until her retirement in February 2024. From April 2021 until February 2024, Ms. Harford also served as the UBS Group Executive Board Lead for the firm’s sustainability and impact efforts. As head of UBS Group’s Sustainability and Impact organization, Ms. Harford had oversight of the Chief Sustainability Office, responsible for sustainability strategy, external engagement and corporate responsibility across UBS. Ms. Harford joined UBS as the Head of Investments in July 2017, where she was responsible for the investment teams for traditional asset classes and UBS O’Connor, a multi-strategy hedge fund, until September 2019.

Prior to joining UBS, Ms. Harford worked at Citigroup, Inc., an investment bank and financial services corporation, for almost 25 years, most recently as the Regional Head of Markets for North America. Ms. Harford was also a member of Citibank’s Pension Plan Investment Committee and a director on the board of Citibank Canada.

Ms. Harford served as a co-chair of the World Economic Forum Global Future Council on Investing and has held seats on the board of several industry associations, including the Depository Trust and Clearing Corporation and the Securities Industry Financial Management Association. She is currently the chair of the Bob Woodruff Foundation’s board of directors and is a founding sponsor of Veterans on Wall Street, a coalition of financial services firms established to support U.S.-based transitioning veterans and received the Outstanding Civilian Service Award from the U.S. Army for those efforts.

Additional Public Directorships:

∎   None

  Director Since: 2016

  Age: 56

  Capital One Committees:

  ∎   Compensation Committee

  ∎   Risk Committee

Peter Thomas Killalea

Former Vice President of Technology, Amazon.com

Mr. Killalea, a seasoned technology executive and advisor, has deep expertise in product development, digital innovation, customer experience, and security. From November 2014 to December 2021, Mr. Killalea served as the owner and President of Aoinle, LLC, a consulting firm. From May 1998 to November 2014, Mr. Killalea served in various senior executive leadership roles at Amazon, most recently as Vice President of Technology for the Kindle Content Ecosystem. He led Amazon’s Infrastructure and Distributed Systems team, which later became a key part of the Amazon Web Services Platform. Prior to that, he served as Amazon’s Chief Information Security Officer and Vice President of Security.

Mr. Killalea also currently serves on the editorial board of ACM Queue (Association for Computing Machinery). He previously served on the board of Xoom Corporation (acquired by PayPal Inc.) from March 2015 to November 2015 and Carbon Black, Inc. (acquired by VMware) from April 2017 to October 2019.

Additional Public Directorships:

∎   Akamai Technologies, Inc.

∎   MongoDB, Inc.

∎   Satellogic, Inc.

  Director Since: 2019

  Age: 63

  Capital One Committees:   

  ∎   Audit Committee

  ∎   Compensation Committee

  ∎   Risk Committee

Eli Leenaars

Former Group Chief Operating Officer, Quintet Private Bank

Mr. Leenaars has over 30 years of experience in the financial services sector, including institutional and investment banking, asset management, corporate and retail banking, and in cultivating sophisticated client relationships. A respected expert on the future of digital banking, as well as global industry trends in finance, investment, banking, and leadership, Mr. Leenaars has experience managing businesses through a wide range of matters including mergers and acquisitions, complex corporate restructuring, strategic initiatives, and challenging financial environments.

From June 2021 through December 2023, Mr. Leenaars served as Group Chief Operating Officer of Quintet Private Bank and was a member of its Authorized Management Committee. Prior to joining Quintet, Mr. Leenaars served as Vice Chairman of the Global Wealth Management Division at UBS Group AG, a Swiss multinational investment bank and financial services company, from April 2015 to May 2021. In this role, he engaged on senior relationship management with a focus on UBS’ largest non-U.S. clientele.

Prior to joining UBS, Mr. Leenaars had a 24-year career at ING Group N.V., a Dutch multinational banking and financial services company, and various of its subsidiaries. From January 2010 until March 2015, he served as the CEO of ING Retail Banking Direct and International for ING, where he was responsible for Retail Banking and Private Banking worldwide. This included serving as CEO of ING Direct N.V., the parent company of ING Direct in the U.S., which pioneered the national direct deposit platform. Between 2004 and 2010, Mr. Leenaars was also a member of ING’s Executive Board with responsibility for ING’s Global Retail and Private Banking operations and Group Technology and Operations. In addition, Mr. Leenaars previously served as a member of our Board from May 2012 to September 2012 in connection with Capital One’s acquisition of ING Direct. Since January 2024, Mr. Leenaars has also served on the board of Kotak Mahindra Bank Limited, an Indian banking and financial services company.

Mr. Leenaars is a member of the Executive Committee of the Trilateral Commission (Paris, Tokyo, and Washington, DC).

Additional Public Directorships:

∎   None

  Director Since: 2019

  Age: 52

  Capital One Committees:   

  ∎   Compensation Committee

    (Chair)

  ∎   Governance and Nominating

     Committee

François Locoh-Donou

President, Chief Executive Officer, and Director, F5 Networks, Inc.

Mr. Locoh-Donou has nearly two decades of enterprise technology experience, building a wide range of product teams and operations around the world. He is well known for his ability to envision where industries are going and inspire organizations to identify and execute on future growth opportunities—especially in the areas of cloud, software, analytics, and security.

In April 2017, Mr. Locoh-Donou became the President and Chief Executive Officer of F5 Networks, where he has refocused the company on Applications Services Software (including Security) for Multi-Cloud environments. He is also the only management member of the F5 Board of Directors. Prior to joining F5, Mr. Locoh-Donou held successive leadership positions at Ciena Corporation (from 2002 to March 2017), a network strategy and technology company, including Chief Operating Officer; Senior Vice President, Global Products Group; Vice President and General Manager, EMEA; Vice President International Sales; and Vice President and Marketing. Prior to joining Ciena, Mr. Locoh-Donou held research and development roles with Photonetics, a French opto-electronics company.

Mr. Locoh-Donou is also the co-founder and Chairman of Cajou Espoir, a cashew-processing facility that employs several hundred people in rural Togo, 80 percent of whom are women.

Additional Public Directorships:

∎   F5 Networks, Inc.

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

  Director Since: 2012

  Age: 67

  Capital One Committees:   

  ∎   Governance and Nominating

     Committee

  ∎   Risk Committee (Chair)

Peter E. Raskind

Former Chairman, President, and Chief Executive Officer, National City Corporation

Mr. Raskind has more than 40 years of banking experience, including in corporate banking, retail banking, wealth management/trust, mortgage, operations, technology, strategy, product management, asset/liability management, risk management and acquisition integration. Through his extensive banking career, he has served in a number of senior executive leadership roles and held positions of successively greater responsibility in a broad range of consumer and commercial banking disciplines, including cash management services, corporate finance, international banking, wealth management and corporate trust, retail and small business banking, operations and strategic planning.

Most recently, Mr. Raskind was a consultant to banks and equity bank investors as the owner of JMB Consulting, LLC, which he established in February 2009 and managed through 2017. Prior to founding JMB Consulting, Mr. Raskind served as Chairman, President and Chief Executive Officer of National City Corporation, one of the largest banks in the United States, until its merger with PNC Financial Services Group in December 2008. Mr. Raskind has served as a director of United Community Banks, Inc. and Visa USA and Visa International. He also served on the board of directors of the Consumer Bankers Association, was a member of the Financial Services Roundtable, and on the executive committee of the National Automated Clearing House Association. In addition, Mr. Raskind served as Interim Chief Executive Officer of the Cleveland Metropolitan School District in 2011, and in 2010, he served as Interim Chief Executive Officer of the Cleveland-Cuyahoga County Port Authority.

Additional Public Directorships:

∎   None

  Director Since: 2020

  Age: 69

  Capital One Committees:   

  ∎   Audit Committee (Chair)

  ∎   Risk Committee

Eileen Serra

Former Senior Advisor, JP Morgan Chase & Co.; Former Chief Executive Officer, Chase Card Services

Ms. Serra served in various leadership roles over the course of her more than 20 years in the financial services industry, which included responsibility for operations, product development, customer engagement, digital transformation, strategic and growth initiatives, and talent management. Prior to her financial services experience, Ms. Serra was a partner in a strategy consulting firm.

A seasoned credit card industry executive, Ms. Serra served in a variety of executive positions at JPMorgan Chase & Co., including as Chief Executive Officer of Chase Card Services from 2012 to 2016 and most recently as Senior Advisor focusing on strategic growth initiatives from 2016 until her retirement in February 2018. While at JPMorgan Chase, Ms. Serra established and developed successful consumer credit card products and brands, loyalty programs, partner relationships, and digital mobile payment solutions.

Prior to joining JPMorgan Chase in 2006, Ms. Serra was a Managing Director and Head of Private Client Banking Solutions at Merrill Lynch. She also served as Senior Vice President at American Express where, among other responsibilities, she led the Small Business Credit Card and Lending businesses. Prior to American Express, she was a partner at McKinsey & Company. Ms. Serra currently serves as a director and member of the compensation committee of Gartner, Inc. and previously served as a director and member of the audit committee of Boxed, Inc.

Additional Public Directorships:

∎   Gartner, Inc.

  Director Since: 2003

  Age: 69

  Capital One Committees:   

  ∎   Compensation Committee

  ∎   Governance and Nominating

     Committee

Mayo A. Shattuck III

Former Chairman, Exelon Corporation; Former Chairman, President and Chief Executive Officer, Constellation Energy Group

Mr. Shattuck has decades of experience in global corporate finance and lending, corporate strategy, capital markets, risk management, executive compensation, and private banking. He has led two large, publicly held companies and has served on other public company boards.

From 2013 to April 2022, Mr. Shattuck served as Chairman of the Board of Chicago-based Exelon Corporation, a Fortune 100 company that owns six utilities and is the nation’s largest competitive energy provider and commercial nuclear plant operator. Previously, Mr. Shattuck was Chairman, President and Chief Executive Officer of Constellation Energy Group, a position he held from 2001 to 2012. Mr. Shattuck is also Chairman of the Board of Johns Hopkins Medicine and Johns Hopkins Health System.

Mr. Shattuck has extensive experience in the financial services industry. He was previously at Deutsche Bank, where he served as Global Head of Investment Banking, Global Head of Private Banking and Chairman of Deutsche Bank Alex. Brown. From 1997 to 1999, Mr. Shattuck served as Vice Chairman of Bankers Trust Corporation, which merged with Deutsche Bank in 1999. In addition, from 1991 to 1997, Mr. Shattuck was President, Chief Operating Officer and a director of Alex. Brown & Sons, an investment bank, which merged with Bankers Trust in 1997. Mr. Shattuck is the former Chairman of the Institute of Nuclear Power Operators.

Additional Public Directorships:

∎   Gap, Inc.

∎   Hut 8 Corp.

  Director Since: 2021

  Age: 54

  Capital One Committees:   

  ∎   Audit Committee

  ∎   Compensation Committee

Craig Anthony Williams

President, Geographies and Marketplace, NIKE, Inc.

Mr. Williams, a seasoned business executive, has extensive experience in general management, marketing, product development, cross-functional team leadership and driving global strategy and operations. He has served as President, Geographies and Marketplace at NIKE, Inc. since May 2023, where he leads NIKE’s four geographies and marketplace across its direct and wholesale business in addition to leading NIKE’s supply chain and logistics. From January 2019 until May 2023, he served as President of Jordan Brand at NIKE, Inc., where he led a cross-functional team focused on the brand’s vision, strategy and global revenue growth.

Prior to joining NIKE, Inc., Mr. Williams was the Senior Vice President, The Coca-Cola Co. and President of The Global McDonald’s Division (TMD) from January 2016 to January 2019, where he was responsible for brand and category growth. During his time at The Coca-Cola Co., Mr. Williams held a variety of executive roles within TMD Worldwide, including Senior Vice President and Chief Operating Officer, Vice President U.S., Assistant Vice President of U.S. Marketing and Group Director of U.S. Marketing. Prior to joining The Coca-Cola Co. in June 2005, Mr. Williams was a Global Marketing Director at CIBA Vision Corporation, a contact lenses and lens care product manufacturer, a brand management executive at Kraft Foods Inc., and served as a Naval Nuclear Power Officer in the U.S. Navy.

Additional Public Directorships:

∎   None

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

∎   The value derived from each nominee’s skills, qualifications, experience, and ability to impact Capital One’s long-term strategic objectives

∎   Substantial tenure and breadth of experience in leadership capacities

∎   Business and financial acumen

∎   Understanding of the intricacies of a public company

∎   Experience in risk management

∎   Strong educational background

∎   A willingness to commit the time and energy to satisfy the requirements of Board and committee membership, including being available to management to provide advice and counsel as well as the ability to attend and participate in meetings of the Board, committees of which they are a member and the annual stockholder meeting

∎   A willingness to rigorously prepare prior to each meeting and actively participate in the meeting

∎   Possess, or be willing to develop, a broad knowledge of both critical issues affecting the Company and a director’s roles and responsibilities

∎   A willingness to comply with our Director Stock Ownership Requirements, Corporate Governance Guidelines, and Code of Conduct

∎   Capital One considers diversity along a variety of dimensions, including the candidate’s professional and personal experience, background, perspective, and viewpoint, as well as the candidate’s gender, race, and ethnicity, as described in greater detail in our Corporate Governance Guidelines

∎   The Governance and Nominating Committee recognizes that Capital One serves diverse communities and customers, and has instructed the third-party search firm used in director recruiting efforts to seek highly qualified racially, ethnically and gender-diverse individuals to include in its pool of nominees

∎   High personal and professional ethics, integrity and honesty, good character, and judgment

∎   Independence and absence of any actual or perceived conflicts of interest

∎   The ability to be an independent thinker and willingness to provide effective challenge to management

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Experience setting a long-term corporate vision or direction, developing desirable products and customer segments, assessing geographies in which to operate, and evaluating competitive positioning

Banking and Financial
Services

Extended board experience or management experience in Retail Banking, Commercial Banking, Consumer Lending, Small Business Banking, Investment Banking, and/or other financial services

Consumer Lending, Retail Banking and/or Commercial Banking Executive

Executive level experience and oversight of Consumer Lending, Retail Banking, and/or Commercial Banking

Digital and Technology

Leadership and understanding of technology and digital platforms

Experience with or oversight of cybersecurity (e.g., prior work experience, possession of a cybersecurity certification or degree or other knowledge, skills or background in cybersecurity)

Executive-level experience with direct oversight and expertise in technology, digital platforms, and cyber risk

Significant understanding with respect to the identification, assessment, and oversight of risk management programs and practices

Experience as a CEO or other senior executive at a public company

Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements

Understanding of the issues involved with executive compensation, succession planning, human capital management, and talent management and development

Extended experience serving as a director on a large public company board and/or experience with public company governance issues and policies, including governance best practices

Experience with regulated businesses, regulatory requirements, and relationships with state and federal agencies

Experience with or oversight of marketing strategy and brand management

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Section II - Corporate Governance at Capital One

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Board Leadership

∎  Organizing and presiding over executive sessions of the Board

∎  Setting the agendas for and leading executive sessions of the Board

∎  Having authority to call meetings of the Independent Directors

∎  Soliciting feedback for and engaging the CEO on executive sessions

∎  Advising the Chairman of the Board on the retention of advisors and consultants who report directly to the Board

∎  Advising the Governance and Nominating Committee and the Chairman of the Board on the membership of Board committees and the selection of committee chairs

∎  Acting as a key advisor to the CEO on a wide variety of Company matters

Board Culture

∎  Serving as liaison between the Chairman of the Board and the Independent Directors

∎  Facilitating discussion among the Independent Directors on key issues and concerns outside of Board meetings, including risk management

∎  Ensuring Board discussions demonstrate appropriate effective challenge of management, including risk management

∎  Facilitating teamwork and communication among the Independent Directors

∎  Fostering an environment that allows for engagement by and commitment of Board members

∎  In a crisis, calling together the Independent Directors to establish appropriate Board leadership responsibility

Board Meetings

∎  Approving meeting agendas for the Board, including addition or removal of items, as appropriate

∎  Advising on the type of information to be provided to the Board

∎  Approving Board meeting schedules and working with the Chairman of the Board and committee chairs to ensure there is sufficient time for discussion of all agenda items

∎  Presiding at all meetings of the Board at which the Chairman of the Board is not present

Performance and Development

∎  Leading the annual performance assessment of the CEO

∎  Facilitating the Board’s engagement with the CEO with respect to the CEO’s performance assessment and CEO succession planning

∎  Leading the Board’s annual self-assessment and providing recommendations for improvement, if any

Stockholder Engagement

∎  Ensuring that they are available for consultation and direct communication with stockholders and stakeholders, upon request

∎  Reviewing stockholder communications addressed to the full Board, to the Lead Independent Director, or the Independent Directors, as appropriate

The Board held 15 meetings and the Board’s committees collectively held 27 meetings

In carrying out its responsibilities, the Audit Committee met a total of ten times, the Risk Committee met a total of six times, the Governance and Nominating Committee met a total of five times, and the Compensation Committee met a total of six times

All directors then serving attended the 2023 Annual Stockholder Meeting, and Capital One expects all director nominees to attend the 2024 Annual Stockholder Meeting

Each of our current directors attended at least 75% of the aggregate number of the meetings of the Board and the committees on which they served during the period the director was on the Board or committee

 Board Skills

∎  Consider the collective set of skills that allows the Board to act independently and provide an effective challenge to management, especially in the areas of business strategy, financial performance, enterprise risk management, cybersecurity risk, technology innovation, and executive talent and leadership

∎  Ensure collective Board skill sets evolve with our long-term strategic objectives

 Industry

 Experience

∎  Seek and retain Board members with industry experience, both in banking and technology, that align with our long-term strategy

∎  Recognize that the financial services industry is complex and understand the importance of having directors who have witnessed banking business and credit cycles over time and can share the wisdom of those experiences

 Diversity

∎  Believe having a Board with members who demonstrate a diversity of thought, perspectives, skills, backgrounds, and personal and professional experiences, is important to building an effective and resilient board, and as a result, have a goal of identifying candidates that can contribute to that diversity in a variety of ways, including racially-, ethnically-, and gender-diverse candidates

 Board Size

∎  Consider the appropriate size of the Board in relation to promoting active engagement and open discussion

∎  Continuously assess the depth of successors available to assume Board leadership positions for both expected and unexpected departures

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

 Tenure

∎  Believe that it is critical to have members across a continuum of director tenure in order to ensure the effective oversight of a large financial institution, which must simultaneously embrace innovation and changing market and customer expectations and prudently preserve the safety and soundness of the institution through long-term business and credit cycles

∎  Seek to have a mix of members at different points along the tenure continuum to cultivate Board membership that collectively represents members who have actively overseen the Company’s strategic journey through various business cycles, who have sufficient experience to assume Board leadership positions, and who bring fresh ideas and perspectives

 Evergreen

 Recruiting

∎  Engage in a continuous process of identifying and assessing potential director candidates in light of the Board’s collective set of skills and future needs

∎  Recognize that recruiting new directors is not one-dimensional and that effective Board members should be as described under the “What We Look for in Individual Director Nominees” section, beginning on page 19

 Staged

 Refreshment

∎  Take a long-term perspective to enable thoughtful director refreshment that meets strategic needs while avoiding disruption

∎  Take a planned approach to changes in Board membership, considering the timing of new director onboarding relative to planned retirements and departures

∎  Recognize that new directors need time to become familiar with the Company’s business model and strategy and become deeply grounded in these matters to be well-positioned to provide effective challenge to management

∎  Acknowledge that relationships among Board members develop organically over time and recognize the importance of protecting and nurturing the open, values-based culture that the Board enjoys to appropriately oversee and provide effective challenge to management

Annual evaluations of the Board and its committees (see “Annual Board and Committee Evaluations” beginning on page 29 for more information).

Annual assessments of individual directors (see “Annual Assessment of Individual Director Nominees” on page 31 for more information).

Annual assessments of the Lead Independent Director (see “Annual Assessment of the Lead Independent Director” beginning on page 31 for more information).

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Our committee chairs and Lead Independent Director meet and communicate regularly with each other and with both the CEO and members of our management team, as well as with our federal regulators, often independently of the CEO.

Our committee chairs and Lead Independent Director conduct pre-meeting reviews of agendas and meeting materials, and provide feedback directly to management, and conduct post-meeting debriefs with management to discuss any follow-up items.

Individual directors confer with each other, our CEO, members of our senior management team, and other key associates, as needed.

Board engagement, culture, and setting the “tone at the top”

Board leadership, including the roles of the Lead Independent Director and Chairman of the Board

Oversight of and engagement in corporate strategy (both short- and long-term strategic objectives) and Company performance

Oversight of the CEO, executive compensation, and evaluation

CEO and executive talent development and succession planning

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Access to Company executives and associates

Board and committee composition, including director skills, background, diversity, and new director recruiting activities

Oversight of enterprise and technology risk, including the stature of the risk management function and appropriateness of the Company’s risk appetites and risk management in light of the scale and complexity of the Company’s business

Overall Board governance including quality and quantity of materials and information, conduct of meetings, and support for those activities from management

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Section II - Corporate Governance at Capital One

Reviewing and overseeing Capital One’s strategy, including engaging in constructive dialogue with the CEO and senior executives on the alignment of the Company’s culture, mission, and values with its long-term strategy during the annual Board strategy meeting (which is further discussed below under “Corporate Strategy”) and periodically throughout the year;

Reviewing and adopting employment policies, compensation plans and incentive structures that promote effective internal controls and governance practices and overall ethical behavior;

Engaging with the Chief Human Resources Officer and reviewing and discussing the results of associate engagement surveys (which include associate feedback on the Company’s culture, mission, and values), associate retention and turnover metrics, employment policies and benefits, and the Company’s diversity, inclusion, and belonging efforts and results; and

Approving and overseeing adherence to the Company’s Code of Conduct, and receiving regular reporting from the Chief Compliance Officer on the Company’s ethics program and associate conduct.

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Amended our Restated Certificate of Incorporation to remove the remaining supermajority voting requirements and replace them with majority voting standards.

Enhanced disclosure to include a detailed director skills matrix, showing each individual nominee’s self-identified skills and attributes that are most relevant to fulfill the Board’s oversight responsibilities in light of the Company’s business, strategy, and risk management. See “Skills and Experience of Our Director Nominees” beginning on page 21 for additional information.

Further enhanced disclosure to individually identify diverse directors in the detailed director skills matrix. See “Skills and Experience of Our Director Nominees” beginning on page 21 for additional information.

Expanded disclosure in our proxy statement regarding our approach to ESG and published an ESG Report in 2022 and 2023 to provide an integrated, comprehensive overview of the Company’s ESG focus areas and initiatives in response to discussions held with investors during the Company’s formal and informal stockholder outreach. See “Environmental, Social, and Governance Practices” beginning on page 47 for more information.

Amended our Restated Certificate of Incorporation to permit stockholders to act by written consent, subject to certain procedural and other safeguards that the Board believes are in the best interests of Capital One and our stockholders.

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Company-Led Engagement

Stockholder-Led Engagement

∎   Dedicated Investor Relations Department. Our Investor Relations professionals are dedicated full-time to responding to questions from stockholders about the Company, its strategy, performance, governance, and other issues of investor interest.

∎   Formal Outreach Program. In addition to continuous outreach on a broad set of topics, our formal outreach program includes proactive outreach to our largest stockholders at least twice a year focused on governance, ESG, compensation, and related matters. Through our formal outreach program, our Board and management gain stockholder insights and an opportunity to assess and respond to stockholder sentiment.

∎   Quarterly Earnings Conference Calls. In addition to prepared remarks, our management team participates in a question-and-answer session aimed at allowing stockholders to gain further insight into the Company’s financial condition and results of operations.

∎   Regular Investor Conferences and Road Shows. Management and our Investor Relations team routinely engage with investors at conferences and other forums. During 2023, the Company attended 14 investor conferences and hosted over 250 investor engagements.

∎   Meetings with Directors. If requested, our directors are available for consultation and direct communication with our stockholders.

∎   Voting. Our stockholders have the opportunity to vote for the election of all of our directors on an annual basis using a majority voting standard, and, through our annual vote on executive compensation, to regularly express their opinion on our compensation programs.

∎   Annual Stockholder Meeting. Our directors are expected to, and do, attend the annual stockholder meeting, where all of our stockholders are invited to attend, ask questions, and express their views.

∎   Written Correspondence. Stockholders may write to the Board through the Corporate Secretary at the address provided below in “How to Contact Us” on page 54.

∎   Special Meetings. A stockholder or group of stockholders that hold at least 25% of our outstanding common stock may request a special stockholder meeting.

∎   Proxy Access. A stockholder or group of up to 20 stockholders or beneficial owners who have owned at least 3% or more in the aggregate of the Company’s outstanding common shares of voting stock continuously for at least three years may nominate and include in the Company’s proxy statement the greater of two director candidates or 20% of the total Board.

∎   Written Consent. The Company’s Restated Certificate of Incorporation permits stockholders to act by written consent, subject to certain procedural and other safeguards.

Is led by an active, empowered, and independent committee chair

Is comprised of all independent members

Operates in accordance with a written charter, which is reviewed annually

Assesses its performance annually

Has authority to retain outside advisors, as desired

Director

Governance

and Nominating

Richard D. Fairbank

Ime Archibong

Christine Detrick⁽²⁾

Ann Fritz Hackett

Suni P. Harford⁽²⁾⁽³⁾

Peter Thomas Killalea

Eli Leenaars⁽²⁾

François Locoh-Donou

Peter E. Raskind

Eileen Serra⁽²⁾

Mayo A. Shattuck III

Bradford H. Warner⁽⁴⁾

Craig Anthony Williams

NUMBER OF MEETINGS

The Board has determined that each member of the Audit Committee is “financially literate” pursuant to the NYSE rules. No member of the Audit Committee simultaneously serves on the audit committees of more than three public companies, including Capital One.

The Board has determined that Ms. Detrick, Ms. Harford, Mr. Leenaars, and Ms. Serra are “audit committee financial experts” under the applicable Securities and Exchange Commission (“SEC”) rules based on their experience and qualifications.

Ms. Harford was appointed to the Board on February 28, 2024 with an effective date of April 1, 2024. In connection with her appointment to the Board, Ms. Harford was also appointed to serve on the Audit Committee and Risk Committee of the Board, effective April 1, 2024.

Mr. Warner is not being re-nominated and will retire from the Board and the committees of the Board on which he serves effective May 2, 2024, in accordance with our Corporate Governance Guidelines.

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Audit Committee

Compensation Committee

Primary Responsibilities:

∎   Assist our Board with the oversight of the appointment, compensation, qualifications, independence, performance, and retention of the Company’s independent registered public accounting firm

∎   Assist our Board with the oversight of the integrity of the Company’s financial statements, including matters related to internal controls over financial reporting

∎   Review and discuss with management their assessment of the effectiveness of the Company’s internal disclosure controls and procedures

∎   Review and discuss with management (in consultation with the Risk Committee) (i) the key guidelines and policies governing the Company’s significant processes for risk assessment and risk management; and (ii) the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures

∎   Annually review the performance and independence of the Chief Audit Officer, approve the compensation and salary adjustments of the Chief Audit Officer and oversee the internal audit function

∎   Oversee compliance by the Company with legal and regulatory requirements

∎   Perform the fiduciary audit function as the audit committee of our national bank subsidiary in accordance with federal banking regulations

∎   Review SEC and other public disclosures relating to ESG matters

∎   Review and recommend to the Board approval of the Company’s Code of Conduct, including any waivers of the Code of Conduct for directors and certain executive officers

Primary Responsibilities:

∎   Evaluate, approve, and recommend to the Independent Directors the CEO’s compensation, including any salary, incentive awards, perquisites, and termination arrangements

∎   Review, approve, and recommend the salary levels, incentive awards, perquisites, and termination arrangements for senior management, other than the CEO, to the Independent Directors

∎   Review and approve the Company’s goals and objectives, including any appropriate ESG elements relevant to compensation, and oversee the Company’s policies and programs relating to compensation and benefits available to senior management and review relevant market data relating to compensation and benefits

∎   Oversee incentive compensation programs for senior management and others who can expose the Company to material risk with a goal that such programs be designed and operated in a manner that achieves balance and is consistent with safety and soundness

∎   Administer Capital One’s 2004 Stock Incentive Plan, 2002 Associate Stock Purchase Plan, and other compensation and benefits plans

∎   Periodically review and recommend non-management director compensation to the Board

∎   Administer the Clawback Policy

Governance and Nominating Committee

Risk Committee

Primary Responsibilities:

∎   Plan for director succession and assist our Board by identifying and recommending nominees for election to our Board and review the qualifications of potential Board members in light of the Company’s long-term strategy and evolving business environment

∎   Review and recommend committee membership

∎   Review and reassess the adequacy of the Company’s Corporate Governance Guidelines and recommend any proposed changes to the Board for approval and oversee other corporate governance matters applicable to the Board and its committees

∎   Oversee the Board and CEO’s annual evaluation process and periodically discuss the plan for the succession of the CEO and certain other key executives

∎   Oversee management’s stockholder and other stakeholder engagement program and practices and evaluate stockholder proposals and other correspondence

∎   Establish and oversee processes for annual individual director and Board assessments and oversee that committee chairs perform annual committee evaluations

∎   Keep informed regarding external governance trends, including reviewing benchmarking research conducted by management and reporting from outside advisors

∎   Oversee the Company’s policies, programs, and strategies related to ESG matters or coordinate such oversight with other Board committees and/or the full Board, as appropriate

Primary Responsibilities:

∎   Assist our Board with oversight of the Company’s enterprise-wide risk management framework, including policies and practices established by management to identify, assess, measure, and manage key risks facing the Company across all of the Company’s risk categories: strategic, compliance, operational, reputation, credit, market, and liquidity risk, and emerging risks, such as risks related to ESG matters

∎   Discuss with management the enterprise’s risk appetite and tolerance, and at least annually recommend to the full Board the statement of risk appetite and tolerance to be communicated throughout the Company

∎   Review and approve annually the credit review plans and policies, and any significant changes to such plans

∎   Review and recommend to the Board the Company’s liquidity risk tolerance at least annually, taking into account the Company’s capital structure, risk profile, complexity, activities, and size. Senior management reports to the Risk Committee or the Board regarding the Company’s liquidity risk profile and liquidity risk tolerance at least quarterly

∎   Receive and review management reports regarding the Company’s technology and cyber risk profile, top technology and cyber risks, enterprise cyber program, key enterprise cyber initiatives, and any significant cyber incidents impacting the Company

∎   Review and recommend to the Board the Company’s resolution and recovery plans at least annually

∎   Annually review the performance of the Chief Risk Officers and approve the compensation and any salary adjustment of the Chief Risk Officers

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

Provided independent competitive market data and advice related to the compensation for the CEO and the other executive officers, including the evaluation of the Company’s peer comparator group used for competitive analyses

Reviewed management-provided market data and recommendations on the design of compensation programs for senior executives other than the CEO

Reviewed the Company’s executive compensation levels, performance, and the design of incentive programs

Reviewed the Company’s non-management director compensation program and provided competitive compensation data and director compensation program recommendations for review and consideration

Provided information on executive and director compensation trends and industry benchmarking and analyses of the implications of such trends for the Company

 Robert M. Alexander  

 Chief Information Officer

 Age: 59

Mr. Alexander has served as our Chief Information Officer since May 2007, and is responsible for overseeing all technology activities for Capital One. Mr. Alexander joined Capital One in April 1998. From April 1998 to May 2007, Mr. Alexander had responsibility at various times for a number of Capital One’s lending businesses, including the U.S. consumer credit card and installment loan businesses.

 Neal A. Blinde    

 President, Commercial Banking

 Age: 51

Mr. Blinde has served as our President, Commercial Banking since March 2022, and is responsible for leading all aspects of Commercial Banking, including Corporate Banking, Commercial Real Estate Banking, Capital Markets, Treasury Services, and all related operations. Prior to joining Capital One, Mr. Blinde served in various leadership roles at Wells Fargo & Company, a financial services company, most recently serving as Executive Vice President and Treasurer from October 2015 to December 2021.

 Kevin S. Borgmann    

 Senior Advisor to the CEO

 Age: 52

Mr. Borgmann has served as a Senior Advisor to the CEO and executive team since February 2018, with a focus on strategy, risk management, and executive recruiting matters. Mr. Borgmann has also served as our enterprise Head of Climate since 2021. Mr. Borgmann joined Capital One in August 2001. Since that time he has served in a variety of roles at Capital One, including Senior Vice President with the Credit Card business from March 2008 until September 2010, President of Capital One Auto Finance from September 2010 until October 2012, Deputy Chief Risk Officer from October 2012 to January 2013, and Chief Risk Officer from January 2013 through January 2018.

Section II - Corporate Governance at Capital One

 Matthew W. Cooper    

General Counsel and Corporate Secretary

 Age: 52

Mr. Cooper has served as our General Counsel, Corporate Secretary and Head of ESG since March 2022, and is responsible for overseeing Capital One’s Legal Department, Board of Directors and Senior Executive governance processes, and ESG coordination. In February 2024, Mr. Cooper was named Integration Executive Officer for Capital One’s acquisition of Discover. Mr. Cooper joined Capital One in January 2009 and has served in various positions, most recently as General Counsel from February 2018 to March 2022, as Chief Counsel, Legal from January 2016 to February 2018, as Chief Counsel, Global Card from July 2012 to January 2017, and as Chief Counsel, Litigation from January 2009 to February 2014.

 Lia N. Dean      

President, Banking and Premium Products

 Age: 46

Ms. Dean has served as our President, Banking & Premium Products since July 2022. Ms. Dean is responsible for leading Capital One’s Retail Bank strategy, customer experience and end-to-end operations. Ms. Dean also oversees Capital One’s premium cards, and its shopping and travel businesses. Ms. Dean joined Capital One in April 2014. From April 2014 to June 2018, Ms. Dean served as Senior Vice President, Strategy for Capital One’s Retail and Direct Bank businesses, where she led the national expansion of Capital One Cafés. From June 2018 to June 2020, Ms. Dean served as our Head of Bank Marketing and Retail; from June 2020 to November 2020, Ms. Dean served as Head of Upmarket, Card Customer Experience & Bank Marketing; and from November 2020 until July 2022, Ms. Dean served as President, Retail Bank & Premium Card Products.

 Kaitlin Haggerty     

 Chief Human Resources Officer

 Age: 39

Ms. Haggerty has served as our Chief Human Resources Officer since February 2022, and is responsible for overseeing Capital One’s Human Resources department, including its strategy, recruitment efforts, and development programs. Ms. Haggerty joined Capital One in October 2017 as a Senior Director in Corporate Strategy. From October 2017 to June 2020, Ms. Haggerty served in roles of increasing responsibility in our Corporate Strategy Group, where she partnered with the Card leadership team on product and growth strategies. In June 2020, she transitioned from her role as Managing Vice President in Corporate Strategy to become the head of the Walmart Partnership. From July 2020 to November 2021, Ms. Haggerty led the Walmart Partnership program within our Card business before transitioning to the HR organization as a Senior Vice President.

 Sheldon “Trip” Hall  

 Senior Advisor to the CEO

 Age: 47

Mr. Hall has served as a Senior Advisor to the CEO and executive team since September 2023, with a focus on strategy and risk management. Mr. Hall joined Capital One in June 1997. Since that time, he has served in a variety of roles in Capital One’s Installment Loans, Credit Card, National Small Business Lending, Auto Finance and Mainstreet Card businesses, including serving as President of Capital One Auto Finance from November 2012 to March 2017 and Executive Vice President of Domestic Consumer Card from March 2017 to July 2018. He served as our Chief Risk Officer from August 2018 to September 2023.

 Celia S. Karam     

 President, Retail Bank

 Age: 45

Ms. Karam has served as our President, Retail Bank since August 2022. Her organization is focused on building world-class products, capabilities, and customer experiences that drive business growth, inspire customer loyalty, and empower the financial well-being of customers. Ms. Karam joined Capital One in July 2006. From July 2006 to June 2018, Ms. Karam served in a variety of roles within Capital One’s Banking and Consumer Credit Card businesses. Key positions include Vice President of Consumer Lending to Retail Bank Customers from January 2012 to June 2013, Managing Vice President of Consumer Bank Products from July 2013 to December 2016, and Senior Vice President, Head of Small Business Banking from January 2017 to May 2018. Ms. Karam also served as the Company’s Chief Audit Officer from June 2018 to July 2021 and Chief Operating Officer, Card from August 2021 to August 2022.

CAPITAL ONE FINANCIAL CORPORATION 

 2024 PROXY STATEMENT

 Frank G. LaPrade, III  

 Chief Enterprise Services Officer
 and Chief of Staff to the CEO

 Age: 57

Mr. LaPrade has served as our Chief Enterprise Services Officer since 2010 and Chief of Staff to the CEO since 2004, and is responsible for managing Enterprise Services for Capital One, including Technology, Enterprise Product Management, Design, Enterprise AI, Capital One Software, Growth Ventures, Brand, Enterprise Supplier Management, External Affairs, Workplace Solutions, and Corporate Security. Mr. LaPrade joined Capital One in February 1996. Since that time he has served in various positions, including as Capital One’s Deputy General Counsel from 1996 to 2004, responsible for managing the Company’s litigation, employment, intellectual property, and transactional practice areas.

 Mark Daniel Mouadeb 

 President, U.S. Card

 Age: 40

Mr. Mouadeb has served as our President of U.S. Card since July 2022, and is responsible for leading our consumer credit card business in the United States. Mr. Mouadeb has been with Capital One since 2006, and he has served in a variety of roles at Capital One, most recently serving as Executive Vice President, Head of Core Consumer Card from February 2021 to June 2022, as Senior Vice President, Head of Mainstreet Card from July 2020 to January 2021, as Senior Vice President, Head of Walmart Partnership from July 2018 to June 2020 and Managing Vice President, Upmarket Card from July 2017 to June 2018.

 Ravi Raghu       

 President, Capital One Software,
 International, and Small
 Business Products

 Age: 45

Mr. Raghu has served as our President, Capital One Software, International, and Small Business Products since July 2022. In this role, Mr. Raghu is responsible for a portfolio of businesses covering Capital One Software, Small Business and Commercial Credit Cards and B2B Payments, as well as consumer credit cards in the UK & Canada. Mr. Raghu began his professional career in Capital One’s Credit Card Division over 20 years ago as a business analyst and has served in a variety of leadership roles at Capital One, most recently serving as Executive Vice President, Head of Capital One Software from July 2021 to July 2022 and previously as Executive Vice President, Head of Dealer Auto Finance from March 2017 to July 2021.

 Kara West       

 Chief Enterprise Risk Officer

 Age: 50

Ms. West has served as our Chief Enterprise Risk Officer since September 2023, and is responsible for oversight of Capital One’s risk management activities in compliance, operational, reputation and strategic risk, as well as the enterprise risk management function. Ms. West has been with Capital One since 2013, serving in a variety of roles, including previously serving as Senior Vice President and Card Chief Risk Officer from November 2017 to August 2021 and as Chief Audit Officer from August 2021 to September 2023.

 Sanjiv Yajnik       

 President, Financial Services

 Age: 67