Capital One Financial Corp. | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Capital One Financial Corp.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Executive Compensation </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board seek shareholder approval of any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. This proposal only applies to the Named Executive Officers. This provision shall at least be included in the Governess Guidelines of the Company or similar document.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>“Severance or termination payments” include cash, equity or other pay that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination. <br><br>“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination. <br><br>The Board shall retain the option to seek shareholder approval after material terms are agreed upon.<br><br>This proposal topic received 44%-support at the 2025 Capital One Financial annual meeting without any special effort by the proponent. This 44% support likely represented more than 50% support from the COF shareholders who have access to independent proxy voting advice and who are the most informed COF shareholders to cast ballots. COF has not indicted to the proponent that COF will make even the most minor effort at reform. </p>
<p dir=”ltr”>This proposal topic also received between 51% and 65% support at:<br>FedEx (FDX)<br>Spirit AeroSystems (SPR)<br>Alaska Air (ALK)<br>AbbVie  (ABBV)<br>Fiserv (FISV)</p>
<p dir=”ltr”>It is especially important for shareholder oversight of executive pay when there are areas of concern regarding COF performance:</p>
<p dir=”ltr”>The U.S. Consumer Financial Protection Bureau (CFPB) sued Capital One, alleging that COF illegally cheated customers out of billions in interest payments on its “high interest” savings accounts.<br><br>In October, a coalition of 18 states challenged Capital One’s proposed $425 million settlement with depositors regarding deceptive practices related to savings account interest rates.<br><br>Capital One also faced a lawsuit from the New York Attorney General regarding the Zelle app, alleging insufficient safety measures that allowed fraudsters to steal over $1 billion from consumers. <br><br>Provisions for credit losses surged by 82% year-over-year in the first nine months of 2025,<br><br>In its second-quarter 2025 earnings report, Capital One reported a net loss of -$4 billion <br><br>Capital One anticipated higher integration costs for the Discover acquisition than initially estimated.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Capital One Financial Corp.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Executive Compensation </p>
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<strong>Status:</strong>
<p>Challenged</p>
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<h2>Resolution Text</h2>
<p>Shareholders request that the Board seek shareholder approval of any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. This proposal only applies to the Named Executive Officers. This provision shall at least be included in the Governess Guidelines of the Company or similar document and be readily accessible on the Company website.<br><br>“Severance or termination payments” include cash, equity or other pay that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination. <br><br>“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination. <br><br>The Board shall retain the option to seek shareholder approval after material terms are agreed upon</p>
<p>Unfortunately some companies only limit cash golden parachutes to the 2.99 figure which means that there is no limit on noncash golden parachutes for which shareholders have no voting power.</p>
<p>This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding shareholder vote is required for unreasonably rich golden parachutes.</p>
<p>This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent and does not discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that overly rich golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters.</p>
<p>This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes. </p>
<p>This proposal topic also received between 51% and 65% support at:<br>FedEx (FDX)<br>Spirit AeroSystems (SPR)<br>Alaska Air (ALK)<br>AbbVie  (ABBV)<br>Fiserv (FISV)</p>

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Resolution Details

Company:

Capital One Financial Corp.

Year:

2024

Issue Area:

Lobbying & Political Contributions

Focus Area:

Lobbying

Status:

Filed

Resolution Text

RESOLVED, the stockholders of Capital One Financial (“COF”) request the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2. Payments by COF used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3. COF’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which COF is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Public Responsibilities Committee and posted on COF’s website.

SUPPORTING STATEMENT

Full disclosure of COF’s lobbying activities and expenditures is needed to assess whether COF’s lobbying is consistent with its expressed goals and stockholders’ interests. COF spent $25,190,000 from 2010 – 2022 on federal lobbying. This does not include state lobbying, where COF also lobbies, for example spending $1,242,615 on lobbying in California from 2011 – 2022.

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.1 COF fails to disclose its payments to trade associations and social welfare groups (SWGs), or the amounts used for lobbying, to stockholders. COF discloses memberships in the American Bankers Association (ABA), Bank Policy Institute (BPI) and US Chamber of Commerce, which together spent $92,836,000 on federal lobbying for 2022. COF’s 2022 disclosure omits trade association like the Securities Industry and Financial Markets Association and SWGs like the Public Affairs Council

COF’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, COF publicly supports addressing climate change, yet the Chamber reportedly has been a “central actor” in dissuading climate legislation over a two-decade period,2 and BPI lobbied the Securities and Exchange Commission to weaken proposed climate disclosure rules.3 A recent analysis looking at inconsistencies between banks’ public climate commitments and their direct and indirect climate lobbying practices noted COF failed to publicly support the Inflation Reduction Act.4 And while COF does not belong to or support the American Legislative Exchange Council, which is attacking “woke” investing,5 its trade associations do, as the Chamber sits on its Private Enterprise Advisory Council6 and ABA supported its 2022 annual meeting.7

Reputational damage stemming from these misalignments could harm stockholder value. COF should expand its lobbying disclosure.

1 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/.

2 https://www.washingtonpost.com/politics/2023/08/02/climate-group-pushes-big-tech-exit-nations-largest-business-lobby/.

3 https://www.eenews.net/articles/banks-to-sec-climate-rule-poses-real-world-problems/.

4 https://www.ceres.org/news-center/press-releases/new-benchmark-analysis-us-banks-reveals-inconsistencies-between-climate.

5 https://www.wbur.org/hereandnow/2023/03/22/esg-investing-fossil-fuels.

6 https://ohiocapitaljournal.com/2023/09/06/coming-soon-in-ohio-alec-releases-new-raft-of-model-legislation/.

7 https://documented.net/investigations/heres-who-bankrolling-alec-2022-annual-meeting.

Require Shareholder Approval for Excessive Golden Parachutes

Resolution Details

Resolution Text