COFCapital One
Deals with insiders in the proxy filed 2026-03-25
Deals between COF and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-27.
CORPORATE GOVERNANCE“Matthew W. Cooper is Capital One’s General Counsel and Corporate Secretary and President, Discover Integration. In 2025, Mr. Cooper’s brother-in-law was a partner at the international law firm McGuireWoods LLP (“McGuireWoods”). Capital One has engaged McGuireWoods from time to time in the ordinary course of business and on an arm’s-length basis. The relationship between Capital One and McGuireWoods began before Mr. Cooper was employed by Capital One and also pre-dates Mr. Cooper’s brother-in-law’s association with McGuireWoods. Mr. Cooper’s brother-in-law did not work on any Capital One matters and his ownership in the firm was less than 1%. In 2025, Capital One made aggregate payments to McGuireWoods of approximately $6.8 million for legal services. This relationship was ratified by the Governance and Nominating Committee.”
Read it in the proxy ↗
The whole section
7 paragraphs quoted as filed
Related Person Transactions“Our Board has approved a written Related Person Transaction policy, which sets forth policies and procedures for reviewing, and approving or ratifying, transactions with directors, director nominees, executive officers, stockholders holding 5% or more of Capital One’s voting securities, or any of their immediate family members or affiliated entities (collectively, “Related Persons”). The policy covers transactions, arrangements, and relationships where Capital One is a participant, the aggregate amount exceeds $120,000, and a Related Person has a direct or indirect material interest (“Related Person Transactions”). Under the policy, Related Person Transactions must be approved or ratified by the Governance and Nominating Committee, and may only be ratified or approved if the Committee determines the Related Person Transactions are not inconsistent with the best interests of the Company and its stockholders.”
Read it in the proxy ↗
Related Person Transactions“In reviewing Related Person Transactions, the Governance and Nominating Committee considers all relevant facts and circumstances, which may include: the benefits to the Company from the transaction; the nature and extent of the Related Person’s interest in the transaction; the impact, if any, on a director’s independence; any implications under Capital One’s Code of Conduct (including whether the transaction would create a conflict of interest or the appearance thereof); any concerns with respect to reputational risk; the availability of other sources for comparable products or services; and the terms of the transaction as compared to the terms available to unrelated third parties or to Capital One’s associates, generally.”
Read it in the proxy ↗
Related Person Transactions“The Governance and Nominating Committee has pre-approved the following types of Related Person Transactions as being not inconsistent with the best interests of Capital One and its stockholders: director and executive compensation otherwise disclosed in the Company’s proxy statement and/or approved by the Compensation Committee or the Board; transactions in amounts that are not material and where the relationship arises only”
Read it in the proxy ↗
CORPORATE GOVERNANCE“from a Related Person’s position as an employee (other than as an executive officer) or a director of, or having immaterial financial holdings in, another entity; and financial services, including loans, extensions of credit, or other financial services and products provided by Capital One to a Related Person that are in the ordinary course, non-preferential, do not involve features unfavorable to the Company, and comply with all applicable laws, rules, and regulations (including the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) and Regulation O of the Board of Governors of the Federal Reserve, and the FDIC Guidelines).”
Read it in the proxy ↗
CORPORATE GOVERNANCE“From time to time in the ordinary course of its business, Capital One issues loans and provides other financial services and products to directors, executive officers, and/or nominees for director, or to a director’s, executive officer’s, or director nominee’s immediate family member, including persons sharing the household of such director, executive officer, or director nominee (other than a tenant or employee). Such loans and other financial services and products are made in the ordinary course of business; are on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans and financial services and products with persons not related to the Company; and do not involve more than the normal risk of collectability or present other features unfavorable to the Company.”
Read it in the proxy ↗
CORPORATE GOVERNANCE“Matthew W. Cooper is Capital One’s General Counsel and Corporate Secretary and President, Discover Integration. In 2025, Mr. Cooper’s brother-in-law was a partner at the international law firm McGuireWoods LLP (“McGuireWoods”). Capital One has engaged McGuireWoods from time to time in the ordinary course of business and on an arm’s-length basis. The relationship between Capital One and McGuireWoods began before Mr. Cooper was employed by Capital One and also pre-dates Mr. Cooper’s brother-in-law’s association with McGuireWoods. Mr. Cooper’s brother-in-law did not work on any Capital One matters and his ownership in the firm was less than 1%. In 2025, Capital One made aggregate payments to McGuireWoods of approximately $6.8 million for legal services. This relationship was ratified by the Governance and Nominating Committee.”
Read it in the proxy ↗
CORPORATE GOVERNANCE“Ravi Raghu is Capital One’s President, Capital One Software. Mr. Raghu’s spouse is a Senior Manager with the Company. In 2025, Mr. Raghu’s spouse received compensation of approximately $204,000, including an annual salary and incentive award commensurate with her qualifications, responsibilities, and other employees holding similar positions. She does not report directly or indirectly to Mr. Raghu. This relationship was ratified by the Governance and Nominating Committee.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗