Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



(e) On January 26, 2023, the Compensation Committee (the "Committee") and the
independent members of the Board of Directors (the "Independent Directors") of
Capital One Financial Corporation (the "Company") approved the 2023 compensation
plans for Mr. Richard D. Fairbank, the Company's Chairman and Chief Executive
Officer, and the Company's other current executives who are named executive
officers (the "Named Executive Officers"). Consistent with the Company's
long-standing practice, the compensation plans take effect immediately and are
designed to directly link Mr. Fairbank's and the Named Executive Officers'
compensation with the Company's performance over multiple time horizons and to
align their interests with the interests of the Company's stockholders. In
addition, the Committee and the Independent Directors approved incentive awards
to Mr. Fairbank and the Named Executive Officers for the 2022 performance year.
2022 Incentive Award for the Chief Executive Officer

In February 2022, the Committee and the Independent Directors approved a 2022
compensation plan for Mr. Fairbank that included the opportunity to receive a
year-end incentive award in early 2023 based on the Company's actual performance
in 2022. Any such award would consist of performance share awards, and also
could consist of deferred cash, an equity-based award, or both. The Committee's
and the Independent Directors' determination regarding whether to make the
year-end incentive award, the form of the awards and the value of the awards,
was based on a qualitative evaluation of multiple factors, and all awards are
completely at-risk based on the Company's performance. After evaluating the
Company's performance in 2022, on January 26, 2023, the Committee and the
Independent Directors approved a year-end incentive award to Mr. Fairbank
totaling $26.125 million. The awards consist of:
1.Performance share awards with an approximate aggregate value of $16.53 million
("CEO Performance Shares"), under which Mr. Fairbank may receive from 0% to 150%
of a total target number of 142,372 shares of the Company's common stock based
on the Company's performance over the three-year period from January 1, 2023
through December 31, 2025 ("Performance Period"). Approximately $4.13 million of
the CEO Performance Shares (the "TSR PSUs") will vest based entirely on the
Company's total shareholder return ("TSR") relative to the Company's peers over
the Performance Period. $12.4 million of the CEO Performance Shares (the
"Financial PSUs") will vest based on the Company's performance against a
combination of two metrics: Common Dividends plus Growth of Tangible Book Value
per share ("Growth of Shareholder Value") and Adjusted Return on Tangible Common
Equity ("Adjusted ROTCE"), as previously described in the Proxy Statement for
the 2022 Annual Stockholder Meeting (the "2022 Proxy Statement") with respect to
the performance shares granted to Mr. Fairbank in February 2022. TSR, Growth of
Shareholder Value and Adjusted ROTCE will each be assessed relative to a peer
group consisting of companies in the KBW Bank Sector index, excluding custody
banks. After the end of the Performance Period, the Committee will certify the
Company's performance and issue the corresponding number of shares of the
Company's common stock, if any, for each of the performance share awards.

2.A deferred cash bonus in the amount of $4.25 million. The deferred cash bonus
is mandatorily deferred for three years into the Company's Voluntary
Non-Qualified Deferred Compensation Plan and will pay out in the first calendar
quarter of 2026.

3.A grant of 24,555 restricted stock units ("RSUs") with a grant date value of
$2.85 million. The RSUs will vest in full on February 15, 2026, and settle in
cash based on the Company's average stock price over the fifteen trading days
preceding the vesting date. The RSUs are subject to the same performance-based
vesting provisions as described in the 2022 Proxy Statement with respect to the
cash-settled RSUs granted to Mr. Fairbank in February 2022.

2023 Compensation Plan for the Chief Executive Officer



On January 26, 2023, the Committee and the Independent Directors approved a
structure for Mr. Fairbank's 2023 compensation plan that is substantially
similar to the structure of Mr. Fairbank's 2022 compensation plan and consists
of an equity-based award in the form of RSUs and an opportunity to receive a
year-end incentive award in early 2024 based on the Company's actual performance
in 2023. Similar to Mr. Fairbank's 2022 plan, the awards provided for under the
2023 plan are completely
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at-risk based on the Company's performance, with payout opportunities deferred
for three years. As in previous compensation plans for Mr. Fairbank, the 2023
compensation plan does not provide for a cash salary.

Under the plan, on January 26, 2023, the Committee and the Independent Directors
granted Mr. Fairbank 21,539 RSUs with a grant date value of $2.5 million that
will vest in full on February 15, 2026 and settle in cash based on the Company's
average stock price over the fifteen trading days preceding the vesting date.

Mr. Fairbank also has an opportunity to receive a year-end incentive award in
early 2024 based on the Company's actual performance in 2023 and Mr. Fairbank's
contributions to such performance, solely at the discretion of the Committee and
the Independent Directors. Any such award (a) will consist of performance share
awards, including an award of TSR PSUs and Financial PSUs, under which he may
receive from 0% to 150% of a target number of shares of the Company's common
stock based on the Company's performance over the three year period from January
1, 2024 through December 31, 2026, and (b) may also consist of deferred cash, an
equity-based award, or both. The Committee and the Independent Directors will
have sole discretion on whether to make the year-end incentive award, the form
of the awards and the value of the awards. The Committee and the Independent
Directors will base these determinations on a qualitative evaluation of multiple
factors, and any such awards will be completely at-risk based on the Company's
performance.
2022 Incentive Awards for the Named Executive Officers

On January 26, 2023, the Committee and the Independent Directors granted the
Named Executive Officers awards that consisted of a cash incentive award,
stock-settled RSUs, and performance shares in recognition of the Company's and
the executives' performance in 2022. The terms and conditions of these cash
incentive and equity awards are the same as the awards granted to the Named
Executive Officers, as described in the 2022 Proxy Statement. Specifically, the
stock-settled RSUs are subject to the same performance-based vesting provisions
as described in the 2022 Proxy Statement with respect to the stock-settled RSUs
granted to the Named Executive Officers in February 2022. The number of
performance shares earned at vesting is based on relative performance and
absolute performance measures, as described in the 2022 Proxy Statement with
respect to the performance shares granted to the Named Executive Officers in
February 2022.
2023 Compensation Plan for the Named Executive Officers

On January 26, 2023, the Committee and the Independent Directors approved a 2023
compensation plan for the Named Executive Officers, other than Mr. Fairbank,
that is substantially similar to the structure of Named Executive Officers' 2022
compensation plan. The total target compensation for 2023 for such Named
Executive Officers ranges between $4.97 million and $6.73 million and consists
of:

1.Approximately 20% of the total target compensation for each Named Executive Officer will be paid as regular cash salary throughout the performance year.



2.Approximately 25% of the total target compensation for each Named Executive
Officer will consist of an opportunity to receive a cash incentive award in
early 2024. The amount of any such cash incentive award will be determined
solely in the discretion of the Committee and the Independent Directors based on
a variety of company performance factors assessing the Company's actual
performance in 2023.

3.The remaining approximately 55% of the total target compensation for each
Named Executive Officer is expected to consist of equity incentive awards in the
form of (a) restricted stock units that settle in shares of the Company's common
stock and (b) performance share awards. The equity incentive awards will be
subject to the same terms and conditions as the equity incentive awards granted
to the Named Executive Officers in 2022, as described in the 2022 Proxy
Statement, and the awards, if any, will be granted to the Named Executive
Officers in early 2024 solely in the discretion of the Committee and the
Independent Directors and will be completely at-risk based on the individual
executive's performance in 2023.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


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   Exhibit No.          Description
       104              The cover page from this Current Report on Form

8-K, formatted in Inline XBRL


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