Capital One approves $40M CEO pay for 2025; adopts new executive severance policies

CAPITAL ONE FINANCIAL CORP

CEO Fairbank 2025 package: $2.5M upfront RSU + $37.5M year-end award (performance shares, deferred cash, RSUs) = $40M total.
2026 CEO plan: $2.5M RSU grant, no salary; discretionary year-end incentive tied to 2026 performance.
Other NEOs 2026 target compensation $6M-$8M, 55% equity, 20% salary, fully at-risk.
New Cash Severance Policy caps cash severance at 2.99x base salary plus target bonus without shareholder ratification.
New Change of Control Severance Plan: CEO 2.5x, other NEOs 2x base+bonus plus COBRA; supersedes prior agreements.

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