A civilized departure from Capital One…

May 26, 2011

Last week, Capital One Financial Corp. (COF) – the company behind that charming series of commercials with Vikings or Visigoths (depending on whom you believe) – announced in an 8-K that its president of the banking division, Lynn A. Carter, plans to step down when the office closes this New Year’s Eve. After the company announced the impending exit, the Austin Business Journal reported that “a company spokeswoman declined to discuss the reasons for Carter’s departure.”

Transitions like this one are often interesting, so we dug a little deeper to see what this means for Carter and her wallet.

According to the 8-K, Carter will spend the rest of 2011 helping to restructure Capital One’s senior management team for its banking business. Part of that work includes helping Michael Slocum (who is being promoted to President, Head of Commercial Banking) and Jonathan Witter (who is being promoted to President, Head of Retail Banking) to learn the ropes; both men will report to CEO Richard Fairbank after their promotions take effect on September 1, 2011.

But Carter plans to stick around even after Slocum and Witter are up to speed, which seems to add to the long list of posts that we’ve written in the past about high-priced babysitters. (We always find it curious when companies appoint executives who are apparently ready for the job, but then keep the predecessors on for months more.) The regulatory filing adds:

“Ms. Carter is expected to remain with the Company in an advisory role through March 31, 2012, and to remain at her current compensation and benefit levels until her departure.”

We took a peek at Capital One’s most recent proxy, filed March 25, 2011, to learn more about Carter’s compensation package.

Her 2010 base salary (like Capital One’s other Named Executive Officers’) is listed as $1 million, but that comes with an important addendum. The NEOs’ salaries had been much higher; for example, it was $2.625 million for 2009. But – as the proxy explains – the board decided to reduce the NEOs’ 2010 salaries from their 2009 levels and pay some of it in the form of RSUs that would be “settled in cash” on December 31, 2010. (By placing some of the salary at risk and deferring its payment, the board sought to give the NEOs an incentive to boost Capital One’s performance, as well as comply with the terms of EESA.)

In addition to her salary, in 2010 Carter got $1.875 million in stock awards (restricted stock, performance shares, stock options and RSUs), and “Other Compensation” of $255K, for a total compensation package of more than $3.13 million.

By officially sticking around until the end of March, 2012, though, Carter will benefit in another important way. Between January 27 and March 15, 2012, 90,598 option awards, 24,008 performance share awards, and 49,512 restricted stock awards (original granted between April, 2007 to January, 2010) are scheduled to vest. Depending on other factors that are unknown at this time (such as whose idea it was for Carter to leave), she may get other payments, as well.

We’ll keep an eye open for a Separation Agreement between Capital One and Carter, as well as for new Employment Agreements with Slocum and Witter, if they are filed.

In light of Carter’s nice salary and soon-to-vest equity awards, even though unknown variables prevent us from answering Capital One’s once-ubiquitous question, “What’s in [Carter’s] wallet?” with any sense of certainty, we predict that the number will be an impressive one – and a lot higher than it would have been if she simply turned in her keys on New Year’s Eve.

Image source: cliqueclack.com

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