Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On February 3, 2022, 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 2022 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 2021 performance year.
2021 Incentive Award for the Chief Executive Officer
In February 2021, the Committee and the Independent Directors approved a 2021
compensation plan for Mr. Fairbank that included the opportunity to receive a
year-end incentive award in early 2022 based on the Company's actual performance
in 2021. 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 2021, on February 3, 2022, the Committee and the
Independent Directors approved a year-end incentive award to Mr. Fairbank
totaling $25.75 million. The awards consist of:
1.Performance share awards with an aggregate value of $18.2 million, under which
Mr. Fairbank may receive from 0% to 150% of a total target number of 122,734
shares of the Company's common stock based on the Company's performance over the
three-year period from January 1, 2022 through December 31, 2024 ("Performance
Period"). $4.55 million in 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. $13.65 million in 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 2021 Annual Stockholder Meeting (the "2021 Proxy Statement")
with respect to the performance shares granted to Mr. Fairbank in February 2021.
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 $4.55 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 2025.

3.A grant of 20,231 restricted stock units ("RSUs") with a grant date fair value
of $3.0 million. The RSUs will vest in full on February 15, 2025, 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 2021 Proxy Statement with respect to the
cash-settled RSUs granted to Mr. Fairbank in February 2021.

2022 Compensation Plan for the Chief Executive Officer
On February 3, 2022, the Committee and the Independent Directors approved a
structure for Mr. Fairbank's 2022 compensation plan that is substantially
similar to the structure of Mr. Fairbank's 2021 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 2023 based on the Company's actual performance
in 2022. Similar to Mr. Fairbank's 2021 plan, the awards provided for under the
2022 plan are completely at-risk based on the Company's performance, with payout
opportunities deferred for three years. As in previous compensation plans for
Mr. Fairbank, the 2022 compensation plan does not provide for a cash salary.

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Under the plan, on February 3, 2022, the Committee and the Independent Directors
granted Mr. Fairbank 16,859 RSUs with a grant date fair value of $2.5 million
that will vest in full on February 15, 2025 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 2023 based on the Company's actual performance in 2022 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, 2023 through December 31, 2025, 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.
2021 Incentive Awards for the Named Executive Officers
On February 3, 2022, 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 2021. 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 2021 Proxy Statement. Specifically, the
stock-settled RSUs are subject to the same performance-based vesting provisions
as described in the 2021 Proxy Statement with respect to the stock-settled RSUs
granted to the Named Executive Officers in February 2021. The number of
performance shares earned at vesting is based on relative performance and
absolute performance measures, as described in the 2021 Proxy Statement with
respect to the performance shares granted to the Named Executive Officers in
February 2021.
2022 Compensation Plan for the Named Executive Officers
On February 3, 2022, the Committee and the Independent Directors approved a 2022
compensation plan for the Named Executive Officers that is substantially similar
to the structure of Named Executive Officers' 2021 compensation plan. The Named
Executive Officers' total target compensation for 2022 ranges between $4.73
million and $6.93 million.

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



Approximately 25% of each Named Executive Officer's total target compensation
will consist of an opportunity to receive a cash incentive award in early 2023.
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 2022.

The remaining approximately 55% of the Named Executive Officers' total target
compensation 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 2021, as described in the 2021 Proxy Statement, and
the awards, if any, will be granted to the Named Executive Officers in early
2023 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
2022.


Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description


       104              The cover page from this Current Report on Form 

8-K, formatted in Inline XBRL


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