Capital One CEO Richard Fairbank will receive a one-time award worth roughly $30 million in connection with the bank’s acquisition of Discover, the company disclosed Thursday in a filing with the Securities and Exchange Commission.
Capital One’s compensation committee granted Fairbank 153,351 restricted stock units that are set to vest in five years. The settlement will be 50% stock and 50% cash based on Capital One’s average stock price over the 15 days ahead of vesting.
Fairbank isn’t the only beneficiary. The committee approved similar but far less valuable awards for four other Capital One executives Thursday “in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One.”
Matt Cooper, Capital One’s general counsel – who also is serving as president of the Discover integration, according to LinkedIn – is set to receive a roughly $5.5 million award from 28,115 restricted stock units.
Andrew Young, Capital One’s CFO, was granted a roughly $3 million award from 15,336 restricted stock units.
Sanjiv Yajnik, Capital One’s president of financial services, and Frank LaPrade, the bank’s chief enterprise services officer, are each set to receive roughly $2.5 million from 12,780 restricted stock units. LaPrade also serves as Fairbank’s chief of staff, according to LinkedIn.
The awards for Cooper, Young, Yajnik and LaPrade are set to vest in three years.
Fairbank’s $30 million award is nearly equal to his compensation for all of last year. The CEO received slightly more than $33.5 million in 2024, according to Capital One’s March proxy statement. That included no cash salary, but a $5.5 million deferred cash bonus, roughly $20.5 million in performance shares, and just over $5 million in cash-settled restricted stock units.
The $33.5 million puts Fairbank well into the income bracket of CEOs of the largest U.S. banks. Morgan Stanley CEO Ted Pick, for example, received $34 million for 2024, while Citi’s Jane Fraser pulled in $34.5 million and Bank of America’s Brian Moynihan got $35 million. Fairbank out-earned one CEO among the six largest U.S.-based global systemically important financial institutions: Wells Fargo CEO Charlie Scharf received $31.2 million for 2024.
Fairbank’s award, though hefty, would be far from the most lucrative bonus thus far this year. Goldman Sachs in January approved awards worth $80 million each for CEO David Solomon and President John Waldron – meant to serve as retention tools to keep the pair at the bank until at least 2030.
Proxy advisers such as Glass Lewis and Institutional Shareholder Services typically criticize such lucrative bonuses as unjustified. Glass Lewis, for example, urged Goldman investors this year to vote against the bank’s compensation plans. But about 66% of voting shareholders expressed support for the bank.
A bank will often pay out the awards regardless of the shareholder vote, which is typically nonbinding. That was the case in 2022, when just 31% of voting JPMorgan Chase shareholders favored a $52 million “special award” for CEO Jamie Dimon.
The $35.3 billion Discover deal is set to boost Capital One’s asset total to around $660 billion – putting it on par with the biggest of the nation’s super-regionals, U.S. Bank. The transaction closed in May, after more than a year of deliberation by regulators and amid vocal opposition from some leading Democratic lawmakers and consumer advocates.
In a separate filing Thursday, Capital One indicated it had assigned committee roles to each of the board directors it gained in the Discover transaction. Discover’s former interim CEO, Michael Shepherd; its former board chair, Tom Maheras; and Reddit Chief Operating Officer Jennifer Wong will all serve on Capital One’s risk committee. Shepherd additionally will serve on the bank’s audit committee.
