Director, Assistant General Counsel - Executive Compensation

Capital One • McLean, VA

1d • $209,500 - $286,900 • Hybrid

About The Position

Capital One’s Governance and Securities team is seeking an experienced attorney to support its Board of Directors and corporate governance framework. The role serves as a trusted legal advisor to the Compensation Committee and senior management on executive compensation matters, including plan design, compliance, fiduciary duties, and integration efforts during mergers and acquisitions. The position also supports corporate governance initiatives in a collaborative, business-casual environment.

Requirements

• Juris Doctor from an accredited law school.
• Active membership 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.
• Demonstrated expertise in executive compensation, including the Internal Revenue Code, SEC requirements, and other regulatory requirements.
• Experience supporting boards of directors, committees, and senior management.
• Ability to build strong relationships across 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.
• Ability to work effectively in a complex, highly regulated, and evolving environment, and in a fast-paced environment with minimal supervision.
• Strong organizational skills and impeccable attention to detail.
• Excellent analytical, oral, and written communication skills, including the ability to explain sophisticated executive compensation concepts to all levels of the organization.

Nice To Haves

• 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.

Responsibilities

• Advise the Compensation Committee and senior management on incentive compensation plans, executive employment agreements, deferred compensation, severance plans, and other compensatory arrangements.
• Attend Compensation Committee meetings and prepare meeting materials, minutes, and ongoing committee education programs.
• Lead executive compensation legal matters arising in private and public company mergers and acquisitions and other corporate transactions.
• Partner with the Executive Compensation team on compensation design and equity plan initiatives.
• Work with internal and external partners, including Legal, Finance, Tax, and third-party vendors, to ensure executive compensation actions, plans, and programs comply with corporate governance guidelines and regulatory requirements and reporting obligations.
• Monitor, review, analyze, and anticipate proxy advisor policy, legislative, and SEC rule and disclosure changes; develop recommendations considering stakeholder implications.
• Lead executive compensation disclosure in SEC filings, including the proxy statement and Form 10-K.
• Ensure Section 16 compliance.
• Support special projects that enhance Capital One’s corporate governance framework.

Benefits

• Comprehensive, competitive, and inclusive health, financial, and other benefits supporting total well-being.
• Eligibility to earn performance-based incentive compensation, which may include cash bonuses and/or long-term incentives.

What This Job Offers

• Job Type: Full-time
• Career Level: Director
• Education Level: Ph.D. or professional degree