Director, Assistant General Counsel - Executive Compensation

We are seeking an experienced attorney to join our Governance and Securities team as a Director, Assistant General Counsel - Executive Compensation. You will serve as a trusted legal advisor to the Board of Directors and senior management on executive compensation matters, including plan design, compliance, and fiduciary duties. You will also contribute to integration efforts during M&A transactions.

Key Responsibilities:

• Serve as a trusted legal advisor to the Compensation Committee of Capital One's Board of Directors and senior management on executive compensation matters
• Attend meetings of the Compensation Committee and prepare meeting materials, minutes, and ongoing education programs for the committee
• Lead executive compensation legal matters arising in private and public company mergers and acquisitions and other corporate transactions
• Partner with Capital One's Executive Compensation team to support compensation design and equity plan initiatives
• Develop collaborative working relationships with internal and external partners to ensure compliance with internal corporate governance guidelines and external regulatory requirements
• Closely monitor, review, analyze, and anticipate changes to proxy advisor policy changes, legislative changes, and SEC rules/disclosure
• Lead executive compensation disclosure in SEC filings, including the firm's proxy statement and Form 10-K
• Accountable for delivering on Section 16 compliance
• Support special projects that enhance Capital One's corporate governance framework

Key Competencies:

• Demonstrated expertise in the executive compensation field, including expertise in the Internal Revenue Code, SEC and other regulatory requirements
• Experience supporting boards of directors, committees, and senior management
• Ability to build strong relationships across many stakeholders and partner groups
• Ability to manage multiple projects, take on new responsibilities, and handle novel issues
• Ability to rapidly synthesize new information and make timely decisions based on that information
• Proven ability to operate effectively in a complex, highly-regulated, and evolving environment
• Ability to work in a fast-paced environment with minimal supervision
• Strong organizational skills with impeccable attention to detail
• Excellent analytical, oral, and written communication skills with the ability to explain sophisticated executive compensation concepts to all levels of the organization

Basic Qualifications:

• Juris Doctor from an accredited law school
• Active member in good standing of at least one state bar
• At least 8 years of experience in an in-house counsel role or at a law firm in an executive compensation practice

Preferred Qualifications:

• Experience working on executive compensation matters at a financial institution
• Experience working directly with senior executives and the board of directors
• Experience supporting senior leadership and corporate transactions

At Capital One, we offer a comprehensive, competitive, and inclusive set of health, financial, and other benefits that support your total well-being.