Capital One management check
COF · Financials · Consumer Finance · CEO Mr. Fairbank
Filings as of
4 good · 2 to watch · 1 flagged, across the seven questions below.
- Good
Have owners done well?
Beat its chosen peers$100 invested at the start of fiscal 2021 grew to $268, against $203 for the peer group the company picked itself.
- Good
Does pay follow performance?
Pay rose and fell with returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of 0.92 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- Watch
What does the CEO cost owners?
2.6% of net income$65.0m of reported pay in fiscal 2025, against $2.5bn of net income.
- Watch
Do they own the stock?
Insiders are selling8 insiders sold $12.0m in the last six months and none bought. 24 of 26 sales ran on pre-arranged 10b5-1 plans.
- Flag
Are owners being diluted?
Share count growingDiluted shares changed +18.8% a year over the last three fiscal years. Stock-based pay was 9.6% of revenue in the latest year.
- Good
Is leadership stable?
9 leadership filings in 3 yearsCEO in the pay table: Mr. Fairbank. 9 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Good
Are the books clean?
No red flags on fileNo restatements, auditor changes or late filings since 2021.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Financials.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 90 | 49 | |
| Pay for performance | 96 | 83 | |
| CEO cost | 15 | 67 | |
| Skin in the game | — | — | 51 |
| Dilution | 0 | 69 | |
| Stable leadership | 80 | 80 | |
| Clean books | 100 | 100 |
Closest peers
Others in Consumer Finance, by management score. Capital One is 50th of 72 in its sector.
- 4AXPAmerican Express93
- 265AIZAssurant64
- 267KEYKeyCorp64
- 268ARESAres Management63
- 269COFCapital One63
- 273VVisa Inc.63
Pay versus performance
From the proxy statement filed March 25, 2026. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2025 | Mr. Fairbank | $65.0m | $94.1m | $12.1m | $268 | $203 | $2.5bn |
| 2024 | — | $30.8m | $56.4m | $7.4m | $189 | $174 | $4.8bn |
| 2023 | — | $28.6m | $56.0m | $7.2m | $137 | $133 | $4.9bn |
| 2022 | — | $27.6m | $759k | $11.4m | $95 | $119 | $7.4bn |
| 2021 | — | $20.5m | $44.7m | $5.4m | $145 | $133 | $12.4bn |
The board says pay is tied most to Common Dividends + Growth of Tangible Book Value Per Common Share. Its other key measures: D+TBV/Sh, PSU Adjusted ROTCE, Net Revenue.
Insiders and the CEO's stake
8 insiders sold $12.0m in the last six months and none bought. 24 of 26 sales ran on pre-arranged 10b5-1 plans.
- SoldMatthew W CooperGeneral Counsel & Corp Secy · 10b5-1 plan$4.2mOct 6, 2026
- SoldRavi RaghuPres, Software, Intl & Sm Bus · 10b5-1 plan$2.1mAug 7, 2026
- SoldCelia KaramPres, Retail Bank · 10b5-1 plan$1.6mOct 15, 2026
- SoldLia DeanPres, Banking & Prem. Products · 10b5-1 plan$1.3mOct 15, 2026
Leadership and governance on file
- Apr 7, 2026Leadership change8-K 5.02
- Feb 6, 2026Leadership change8-K 5.02
- Nov 7, 2025Leadership change8-K 5.02
- Jun 5, 2025Leadership change8-K 5.02
- Jun 5, 2025Leadership change8-K/A 5.02
- May 19, 2025Leadership change8-K 5.02
- Feb 7, 2025Leadership change8-K 5.02
- May 3, 2024Leadership change8-K 5.02
- Feb 29, 2024Leadership change8-K 5.02
- May 9, 2023Leadership change8-K 5.02
- Jan 30, 2023Leadership change8-K 5.02
- Feb 7, 2022Leadership change8-K 5.02
Latest shareholder vote results: May 8, 2026, including the say-on-pay vote.
Where the money went
Over 2021–2025: $23.6bn returned to owners in buybacks and dividends, 74% of net income, and $2.5bn of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | $4.8bn | $5.4bn | $5.6bn | $5.9bn | $8.1bn |
| Net income | $12.4bn | $7.4bn | $4.9bn | $4.8bn | $2.5bn |
| Stock-based pay | $331.0m | $314.0m | $513.0m | $569.0m | $776.0m |
| Buybacks | $7.6bn | $4.9bn | $718.0m | $734.0m | $4.1bn |
| Dividends | $1.1bn | $950.0m | $931.0m | $932.0m | $1.5bn |
| Diluted shares | 444m | 393m | 383m | 384m | 541m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.