Form 4: Capital One Executive Matthew Cooper Reports Stock Award and Tax Withholding

Matthew Cooper, General Counsel & Corporate Secretary of Capital One Financial Corp, reports acquisition of performance shares and shares withheld for tax obligations.

Summary

• On March 10, 2025, Matthew W Cooper, General Counsel & Corporate Secretary of Capital One Financial Corp, reported transactions involving Capital One common stock.
• Cooper acquired 6,390 shares of common stock related to a performance share award granted on February 3, 2022, and amended on November 2, 2023.
• These shares were earned based on the company's Common Dividends + Growth of Tangible Book Value per Share and Adjusted ROTCE against a peer group over a three-year performance period.
• Additionally, 2,882 shares were automatically withheld by Capital One to cover Cooper's tax obligations associated with the performance share settlement at a price of $163.87 per share.
• Following these transactions, Cooper directly owns 74,371 shares of Capital One common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral as the filing primarily reports routine transactions related to executive compensation and tax obligations. The acquisition of performance shares is a positive indicator of company performance, but the tax withholding is a standard procedure.

Positives

• The acquisition of performance shares suggests that Capital One met certain performance targets related to Common Dividends + Growth of Tangible Book Value per Share and Adjusted ROTCE.

Industry Context

Form 4 filings are standard disclosures required by the SEC to provide transparency into the transactions of company insiders, allowing investors to track ownership changes and potential alignment of interests between management and shareholders.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded companies to incentivize executives and align their interests with shareholder value creation.
• The specific metrics used (Common Dividends + Growth of Tangible Book Value per Share and Adjusted ROTCE) are relevant indicators of financial performance and shareholder returns, aligning with industry best practices for executive compensation design.
• Comparable companies in the financial services sector, such as JPMorgan Chase (JPM) and Bank of America (BAC), also utilize performance-based equity awards tied to metrics like return on equity and earnings per share.

Stakeholder Impact

• The acquisition of performance shares by a key executive could be viewed positively by shareholders as it aligns management's interests with company performance.
• The tax withholding has no direct impact on stakeholders.

Key Dates