Capital One CEO to get one-time award valued at $30 million

Capital One Financial CEO Richard Fairbank will be rewarded in connection with a high-stakes bet that paid off — the company’s 2024 deal to acquire Discover Financial Services.

Fairbank is slated to receive a one-time award of Capital One stock that — as of June 3, when it was granted — was worth about $30 million, the company disclosed Thursday.

The stock granted to Fairbank will vest in June 2030 — half in stock and half in cash, with the size of the cash award determined by the company’s stock price in the weeks leading up to the vesting date.

Capital One, which also disclosed smaller one-time stock awards to four other top executives, said the additional compensation was meant to recognize the five executives’ “ongoing and anticipated work relating to the integration of the Discover business with Capital One.”

The blockbuster acquisition, which was valued at $35 billion when it was announced in February 2024, did not initially look like a cinch to get approved. The deal was inked at a time when Biden administration officials were applying more scrutiny to bank mergers. Critics of the deal argued that it raised antitrust concerns.

But the landscape for merger approvals became more favorable after President Donald Trump took office in January. The Department of Justice reportedly gave the deal a green light at the beginning of April, and the Federal Reserve and the Office of the Comptroller of the Currency gave their stamps of approval on April 18. The merger closed a month later.

Like other card-issuing banks, Capital One has generally run its debit cards and credit cards on the payment networks of Visa and Mastercard. The acquisition of Discover gives McLean, Virginia-based Capital One the ability to run transactions over its own network, which Fairbank has called the “holy grail.”

Fairbank, who was 74 when Capital One filed its proxy statement in March, received total compensation of $33.5 million last year. That total included a $5.5 million deferred cash bonus and various forms of incentive pay, but no cash salary.

The previous year, Fairbank’s total compensation was $29 million, according to Capital One’s most recent proxy statement.

The one-time stock awards to the other four Capital One executives will vest in June 2028 and will settle entirely in stock, the company said Thursday in its securities filing.

Matthew Cooper, Capital One’s general counsel, will receive restricted stock units that were worth $5.5 million when they were awarded earlier this month. Cooper was given the additional title of integration executive officer around the time that the Discover deal was announced.

Andrew Young, Capital One’s chief financial officer, will receive restricted stock units that were worth $3.0 million when they were awarded.

Frank LaPrade III, the company’s chief enterprise services officer, and Sanjiv Yajnik, president of Capital One Financial Services, will each receive restricted stock units worth $2.5 million at the time of the awards.

Capital One also disclosed Thursday that Michael Shepherd, a former Discover executive who is joining Capital One’s board, will serve on the board’s risk and audit committees.

Two other new Capital One board members, Jennifer Wong and Thomas Maheras, both of whom also were formerly at Discover, will serve on the board’s risk committee.