8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2023

DISCOVER FINANCIAL SERVICES

(Exact name of registrant as specified in its charter)

Commission File Number: 001-33378

Delaware	36-2517428
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification No.)

2500 Lake Cook Road, Riverwoods, Illinois 60015

(Address of principal executive offices, including zip code)

(224) 405-0900

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	DFS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

On December 7, 2023, the Board of Directors (the “Board”) of Discover Financial Services (the “Company”) appointed Michael G. Rhodes as Chief Executive Officer and President of the Company and as a member of the Board, effective March 6, 2024 or such earlier date as mutually agreed between the Company and Mr. Rhodes as Mr. Rhodes’ start date (the “Effective Date”). In addition, on December 7, 2023, the Board of Directors (the “Bank Board”) of Discover Bank (the “Bank”) appointed Mr. Rhodes as President of the Bank and a member of the Bank Board as of the Effective Date. Mr. Owen, who has been serving as Interim Chief Executive Officer and President since August 14, 2023, will continue to serve as a director of each of the Company and the Bank as of the Effective Date.

Mr. Rhodes has more than 25 years of experience in the financial services industry. Mr. Rhodes currently serves as Group Head for Canadian Personal Banking at TD Bank Group and previously served as Group Head, Innovation, Technology and Shared Services at TD Bank Group from 2017 to 2021 and as Head of the Consumer Bank and Wealth Management at TD Bank from 2015 to 2017. Mr. Rhodes joined TD Bank in 2011 to lead the North American Credit Card and Merchant Services business. Mr. Rhodes’ experience also includes leadership roles at both Bank of America and MBNA America Bank. Mr. Rhodes earned his Master of Business Administration from the Wharton School of Business at the University of Pennsylvania and holds a Bachelor of Science in engineering from Duke University.

Mr. Rhodes has no family relationships with any director or executive officer of the Company. There are no arrangements or understandings between Mr. Rhodes and any other person pursuant to which Mr. Rhodes was selected as the Company’s Chief Executive Officer, and there are no transactions involving Mr. Rhodes that would be required to be reported under Item 404(a) of Regulation S-K.

(e)

Mr. Rhodes and the Company entered into a letter agreement on December 7, 2023, which provides the terms and conditions pursuant to which Mr. Rhodes will serve as Chief Executive Officer of the Company. Pursuant to the terms of the letter agreement, Mr. Rhodes initially will receive a base salary of $1,000,000, an annual short-term incentive award target of 200% of base salary pursuant to the Company’s short-term incentive program, and a long-term incentive award target of $7,000,000 pursuant to the Company’s 2023 Omnibus Incentive Plan and subject to the terms and conditions applicable to other members of senior management. In addition, Mr. Rhodes will receive (i) a make-whole equity award in consideration of equity compensation forgone at his current employer of $7,100,000 in the form of RSUs, which will vest in equal installments on December 31, 2024, 2025 and 2026 subject to continued employment, (ii) a make-whole cash award in consideration of cash compensation forgone at his current employer of $1,500,000, and (iii) a transition award of $750,000, payable on the Effective Date. In the event Mr. Rhodes is terminated by the Company for cause or resigns without good reason before the first anniversary of the Effective Date, he will be required to repay the make-whole cash award and transition award. In the event Mr. Rhodes is terminated by the Company without cause or resigns for good reason, any unvested portion of his make-whole equity award will continue vesting in accordance with its vesting schedule, subject to the effectiveness of a release of claims. In the event Mr. Rhodes’ employment with the Company terminates due to death or disability, any unvested portion of the make-whole equity award will accelerate immediately, subject to the effectiveness of a release of claims.

Mr. Rhodes will be eligible to participate in the Company’s Severance Plan and Change in Control Severance Policy, which are described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on March 17, 2023, under the heading “Potential Payments upon a Termination or Change in Control.” If the Company terminates Mr. Rhodes’ employment without cause or he resigns for good reason before the second anniversary of the Effective Date, in lieu of any cash severance under the Severance Plan or Change in Control Severance Policy, and subject to the effectiveness of a release of claims, Mr. Rhodes will be entitled to cash

severance equal to one and one half times the sum of base salary and target short-term incentive opportunity or, if such termination occurs within six months prior to or 24 months after a change in control, two times the sum of base salary and target short-term incentive opportunity.

The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Item 8.01. Other Events.

Copies of the press release announcing this change is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Letter Agreement, dated as of December 7, 2023 between Discover Financial Services and Michael Rhodes.
99.1	Press Release of the Company dated December 11, 2023.
104	Cover Page Interactive Data File – the cover page from this Current Report on Form 8-K, formatted as Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DISCOVER FINANCIAL SERVICES
Date: December 11, 2023	By:	/s/ Hope D. Mehlman
	Name:	Hope D. Mehlman
	Title:	Executive Vice President, Chief Legal Officer, General Counsel and Secretary

EX-10.1

Exhibit 10.1

December 7, 2023

Michael Rhodes

    at the address on file with

    Discover Financial Services.

Re: Terms of Employment – Chief Executive Officer

Dear Michael:

On behalf of the Board of Directors (the “Board”) of Discover Financial Services (“Discover”), we are pleased to confirm the terms of your joining Discover as Chief Executive Officer:

1. Effective Date. Your employment will commence on March 6, 2024 or such earlier date as mutually agreed and permitted under your arrangements with your current employer (the “Effective Date”).

2. Position. On the Effective Date, you will begin to serve as Chief Executive Officer of Discover and be appointed to the Board. In that capacity, you will report directly (and only) to the Board and have all of the customary authorities, duties and responsibilities that accompany these positions. All senior management of Discover shall report to or through you, other than certain limited positions that will report directly to the Board (or a committee) and that will report administratively to or through you. Your principal office will be located at Discover’s headquarters.

3. Total Direct Compensation. Your initial annual target direct compensation will be $10,000,000, as follows:

A. Base Salary. Your initial base salary will be at a rate of $1,000,000 per year.

B. Short-term Incentive. Your initial annual short-term incentive award target will be 200% of your Base Salary (or $2,000,000).

Annual incentives are currently determined and paid in accordance with Discover’s Short-Term Incentive Program. For 2024, your annual incentive will be determined based on a combination of a company-wide score and an assessment of individual performance, resulting in a potential range from 0 to 174 percent of target, and will not be prorated for your service in 2024. The 2024 annual incentive shall be paid to you when paid to other senior executives of Discover generally, but in any event not later than March 15, 2025 and shall be paid in cash and not subject to deferral unless otherwise agreed upon by you and Discover.

C. Long-term Incentive. Your initial annual long-term incentive award target will be $7,000,000, and which will not be prorated for your service in 2024.

Discover Financial Services 2500 Lake Cook Road Riverwoods IL 60015

Long-term incentives are currently granted under the Discover 2023 Omnibus Incentive Plan (the “LTI Plan”). For 2024, you will be granted an award in respect of your annual long-term incentive award target (determined in accordance with Discover’s customary practice) consisting of (1) no greater than 75% as Performance Share Units (“PSUs”) to be earned based on achievement of performance criteria for the three-year performance period covering January 2024 through December 2026 consistent with other senior management grantees and (2) the remainder as Restricted Stock Units (“RSUs”) to be earned based on continued employment through the three years following grant, with ratable yearly vesting of one-third per year. Your 2024 awards will be granted at the same time as those granted to other senior management grantees, but not later than March 31, 2024 (or, if the Effective Date has not then occurred, on the Effective Date). Your awards will be subject to the terms and conditions of the LTI Plan and the award agreements governing the grants as applicable to other senior management grantees.

4. One-time Sign-on Arrangements. Discover will provide you with the following:

A. Make-whole Equity Award. In consideration of equity compensation forgone at your current employer, on the Effective Date Discover shall grant you $7,100,000 of RSUs (determined in accordance with Discover’s customary practice), to be earned based on continued employment through December 31, 2026, with ratable yearly vesting of one third per year on December 31, 2024, 2025 and 2026. However, if your current employer permits any of your currently unvested performance share units to vest following the announcement of your departure, your make-whole equity award will be reduced by the value of such performance share units (using a price per current employer share of $61.50). Except to the extent provided in Section 4.D. of this letter agreement, your make-whole award will be subject to the terms and conditions of the LTI Plan and the award agreement governing the grant of off-cycle RSUs applicable to other senior management grantees generally.

B. Make-whole Cash Award. In consideration of cash compensation forgone at your current employer, on the Effective Date, Discover shall pay you $1,500,000. However, if your current employer pays you any cash incentive compensation in respect of the 2023 fiscal year, your make-whole cash award will be reduced by the pre-tax amount of such payment.

C. Transition Award. As a transition award, on the Effective Date, Discover shall pay you $750,000.

D. Treatment of Sign-on Arrangements on Termination. If (and only if) Discover terminates your employment for Cause or you terminate your employment without Good Reason, in each case, before the first anniversary of the Effective Date, you will repay the pre-tax amounts of your make-whole cash award and transition award on termination, and no repayment obligation shall result from any other termination of employment. If Discover terminates your employment without Cause or you terminate your employment with Good Reason, any unvested portion of your make-whole equity award will continue to vest in accordance with its vesting schedule, and if your employment terminates due to your death or Disability, any unvested portion of your make-whole equity award will accelerate immediately, in each case subject to your timely signing and delivery of an agreement and release with respect to any and all claims in a form substantially similar to that attached as Exhibit A hereto (the “Release”). For the avoidance of doubt, if Discover terminates your employment for Cause or you terminate your employment without Good Reason, any unvested portion of your make-whole equity award will be forfeited.

Discover Financial Services 2500 Lake Cook Road Riverwoods IL 60015

For purposes of this letter agreement (including the award terms for your make-whole and transition awards), “Cause” and “Disability” have the meanings set forth in the Discover Change in Control Severance Policy (the “CiC Policy”) as in effect on the date hereof (and subject to the modifications below) and “Good Reason” means the occurrence (without your prior written consent) of any of the following: (1) a material reduction in any of your annual base salary, target short-term incentive opportunity or target annual long-term incentive opportunity; (2) a requirement that you relocate your principal place of employment more than 35 miles from the location as of the Effective Date or that results in an increase in your normal daily commuting time by more than 90 minutes; (3) a material adverse change in your authorities, duties or responsibilities or the assignment to you of any authorities, duties or responsibilities inconsistent with those assigned to you immediately before such assignment (including reporting responsibilities but other than failure to be elected to the Board if the Board has nominated you for election and undertaken good faith efforts in support of your election); (4) a material breach by Discover of this letter agreement or any other material written agreement with you; or (5) failure of any successor to Discover to agree in writing to assume the terms of this letter agreement; provided, that a termination for Good Reason shall not have occurred unless (a) you give written notice to Discover of your termination of employment within ninety days after you first become aware of the occurrence of the circumstances constituting Good Reason, specifying in detail the circumstances constituting Good Reason, and Discover has failed within thirty days after receipt of such notice to cure the circumstances constituting Good Reason, and (b) your “separation from service” (within the meaning of Section 409A) occurs no later than two years following the initial existence of the circumstances giving rise to Good Reason. Your right to terminate your employment for Good Reason shall not be affected by your incapacity due to physical or mental illness, unless you are terminated for Disability. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason.

For purposes this letter agreement (including the award terms for your make-whole and transition awards), notwithstanding anything in the CiC Policy to the contrary, (i) poor performance, by itself, shall not form the basis for a termination of your employment for Cause, and (ii) any dispute as to the determination of Cause will be adjudicated by de novo (or similar) review.

E. Discover has entered into this agreement upon reliance on its review of the agreement(s) between you and your current employer that have been provided to Discover (the “Provided Agreements”), which reflect that you do not have any non-competition agreement that would prevent you from accepting this offer of employment from Discover, and you have represented that you do not have any other agreement that would prevent you from accepting this position. Nevertheless, in the event that your current employer recovers any portion of any equity award previously paid, or causes the forfeiture of, or otherwise terminates any portion of any vested and outstanding vesting share unit awards, in each case, due to an alleged violation by you of the applicable noncompetition provision contained in the Provided Agreements by

Discover Financial Services 2500 Lake Cook Road Riverwoods IL 60015

virtue of your employment with Discover under this letter agreement, Discover will pay you in cash the aggregate amount so recovered, terminated or forfeited, up to an aggregate amount of $2 million (the “Applicable Amount”), which payment shall be made promptly (and in any event within 30 days) after the later of the time of recovery with respect to the Applicable Amount or the time the Applicable Amount was scheduled to be paid. Discover shall have, in its sole discretion, the right to assume control of any claims regarding such forfeiture, termination or recovery with counsel chosen by Discover, and Discover shall not be responsible for any settlement of any claim covered by this Section 4.E. without the prior written consent of Discover. In the event Discover pays you the Applicable Amount, Discover shall be subrogated to the extent of such payment to all of your related rights of recovery against your current employer and you shall repay Discover for any amounts paid to you in connection with such recovery. You shall cooperate in any such claims and execute all papers reasonably required to evidence such rights. If (and only if) Discover terminates your employment for Cause or you terminate your employment without Good Reason, in each case, before the second anniversary of the Effective Date, you will repay the Applicable Amount on termination. Further, you agree that while performing your responsibilities for Discover you will not breach any contractual obligations you may have to your current employer or any other entity, including but not limited to any confidentiality obligations, and expressly acknowledge that Discover will not indemnify you in connection with any breach thereof.

5. Benefits. You will be entitled to benefits consistent with senior management of Discover, including medical, dental, vision, short- and long-term disability, life insurance, accidental death and dismemberment insurance, and participation in Discover’s 401(k) plan and paid time off policy, in each case in accordance with applicable Discover policies as in effect from time to time. You will also be eligible for reimbursement of reasonable business expenses in accordance with Discover’s Corporate Expense Policy. We appreciate your agreement to relocate to the Riverwoods, Illinois area in connection with joining Discover. You will be eligible for Discover’s standard executive relocation benefits, and, in light of your agreement to relocate, for 6 months following the Effective Date, Discover will provide you with temporary housing in the Riverwoods, Illinois area and reimbursement of 2 commercial flights per month to your home in Delaware. In addition, Discover will pay your expenses of advisors in connection with negotiating and documenting this letter agreement and the arrangements it contemplates, and expenses of tax preparation and filing, up to a maximum of $50,000.

6. Termination Protection. Beginning on the Effective Date, you will participate in the Discover Welfare Benefits Plan, including the benefits regarding severance pay and pay in lieu of notice of termination (the “Severance Policy”), and the CiC Policy; provided that, if Discover terminates your employment without Cause or you terminate your employment with Good Reason, each as defined in this letter agreement and in each case before the second anniversary of the Effective Date in lieu of any cash severance under the Severance Policy or the CiC Policy (unless such severance amounts under the applicable policies are greater, in which case you shall receive such greater amounts), Discover shall pay to you cash severance equal to a multiple of the sum of your annual base salary and target short-term incentive opportunity (without taking into account any reductions which would constitute Good Reason or were made in the prior 12 months) as follows: (1) 2 times, if your termination occurs during the period contemplated by Section 5 of the CiC Policy and (2) 1.5 times, if your termination does not occur during such period. In addition, if you are entitled to any

Discover Financial Services 2500 Lake Cook Road Riverwoods IL 60015

such severance, Discover shall also provide you with a prorated target short-term incentive award calculated and paid in accordance with the CiC Policy and any unpaid annual incentive award earned with respect to the prior annual incentive year (the “Bonus Payments”). Any such severance and Bonus Payments will be subject to your timely signing and delivery of the Release and paid in accordance with the CiC Policy. Any other payments or benefits under the Severance Policy or CiC Policy shall be provided to you by Discover as applicable.

In no event shall you be obligated to seek or obtain other employment after the date of termination, or take any other action by way of mitigation of the amounts payable to you under any of the provisions of this letter agreement, and such amounts shall not be reduced, whether or not you obtain other employment.

7. Indemnification and Cooperation. During and after your employment, Discover will indemnify you in your capacity as an officer and a member of the Board (and advance expenses in connection therewith) to the fullest extent permitted by applicable law and Discover’s charter and by-laws and shall cover you under any directors’ and officers’ liability insurance policies applicable to senior management and/or Board members. You agree (whether during or after your employment) to reasonably cooperate with Discover in connection with any litigation or regulatory matter or with any government authority on any matter, in each case, pertaining to Discover and with respect to which you may have relevant knowledge. After your employment terminates, Discover shall pay or reimburse you for all reasonable expenses incurred in such cooperation, including travel reimbursement at the same levels as when you were chief executive officer and reasonable legal fees incurred if you in good faith believe independent legal counsel to be reasonably appropriate. You shall not be required to cooperate against your legal interests or the legal interests of any subsequent employer. The term “cooperation” does not mean that you must provide information that is favorable to Discover; it means only that you will provide information within your knowledge and possession upon Discover’s request.

8. Tax Matters. Tax will be withheld by Discover as required under applicable tax requirements for any payments or deliveries under this letter agreement. This letter agreement is intended to comply with Section 409A of the Code and shall be interpreted by the parties in a manner to so comply to the extent practicable. If the parties agree in good faith that this letter agreement is not in compliance with Section 409A of the Code, the parties shall in good faith attempt to modify this letter agreement (and any related documents) to comply while endeavoring to maintain the intended economics hereunder. To the extent any taxable expense reimbursement or in-kind benefits under this letter agreement is subject to Section 409A of the Code, the amount thereof eligible in one taxable year shall not affect the amount eligible for any other taxable year, in no event shall any expenses be reimbursed after the last day of the taxable year following the taxable year in which you incurred such expenses and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this letter agreement will be treated as a separate payment for purposes of Section 409A of the Code.

9. Miscellaneous Representations. You confirm and represent to Discover, by signing this letter agreement, that: (1) you are under no obligation or arrangement (including any restrictive covenants with any prior employer or any other entity) that would prevent you from becoming an employee of Discover or that would adversely impact your ability to perform the expected services on behalf of Discover other than as previously disclosed in writing to Discover; (2)

Discover Financial Services 2500 Lake Cook Road Riverwoods IL 60015

you have not taken (or failed to return) any confidential information belonging to your prior employer or any other entity, and, to the extent you remain in possession of any such information, you will never use or disclose such information to Discover or any of its employees, agents or affiliates; and (3) you understand and accept all of the terms and conditions of this offer. You acknowledge that this offer is contingent upon your satisfactory completion and passing of our background screening process.

10. No Guarantee of Employment or Target Direct Compensation. This letter agreement is not a guarantee of continued employment (your employment will be “at will”) or of target direct compensation for a fixed term.

11. Governing law/Dispute Resolution: This letter agreement shall be governed by the internal laws of the state of Illinois, without regard to its conflict of laws rules and any disputes shall be adjudicated in the State or Federal courts located in Chicago, Illinois.

12. No Waiver. Discover’s or your failure to insist upon strict compliance with any provision of this letter agreement or the failure to assert any right of you or Discover may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this letter agreement. In the event of your death or permanent disability, Discover shall provide your estate (or beneficiaries) with any payments due to you under this letter agreement.

13. Counterparts. This letter agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

*                *                 *

Discover Financial Services 2500 Lake Cook Road Riverwoods IL 60015

We look forward to your leadership.

Very truly yours,
Discover Financial Services
By:	/s/ Thomas G. Maheras
	Thomas G. Maheras, Independent Board Chair

I agree with and accept the foregoing terms.

/s/ Michael Rhodes

Michael Rhodes

Discover Financial Services 2500 Lake Cook Road Riverwoods IL 60015

Exhibit A

AGREEMENT AND GENERAL RELEASE OF CLAIMS

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Discover Financial Services Appoints Michael G. Rhodes Chief Executive Officer and President

Rhodes Brings More than 25 Years of Consumer Banking, Financial, and Technology

Leadership to the Role

Riverwoods, IL, December 11, 2023 – Discover Financial Services (NYSE: DFS) today announced that the Company’s Board of Directors (the “Board”) has appointed Michael G. Rhodes Chief Executive Officer and President, effective on or before March 6, 2024, at which time he will be appointed to the Company’s Board of Directors. He will also serve as President of Discover Bank and will be appointed to the Discover Bank Board of Directors, effective the same date.

John Owen, who has been serving as interim Chief Executive Officer and President of the Company and interim President of Discover Bank since August 14, 2023, will continue in this capacity until Mr. Rhodes officially joins Discover, after which Mr. Owen will continue to serve as a member of the Company’s Board of Directors and the Discover Bank Board of Directors.

Mr. Rhodes is an accomplished financial industry executive bringing more than 25 years of experience to Discover. He most recently was the Group Head, Canadian Personal Banking at TD Bank Group. In that role Mr. Rhodes was responsible for a retail product division that served customers through a network of more than 1,000 branches, telephone support, and award-winning online and mobile capabilities. Since joining TD in 2011 to lead the North American Credit Card and Merchant Services business, Mr. Rhodes has also served as the Group Head, Innovation, Technology and Shared Services from 2017 to 2021. He brings deep expertise in the financial services industry and his prior roles include senior leadership positions at Bank of America and MBNA America Bank.

Tom Maheras, Chair of the Board, said, “Michael’s appointment follows a comprehensive search process to identify the right leader to help the Company deliver on its strategic and financial goals. He is an experienced executive and proven leader who has worked in a variety of roles within the payments and banking industry around the globe and has a track record of successfully leading sophisticated financial services operations. I am confident that under his leadership, Discover will be able to reach its full potential and take care of its customers at the highest industry levels while continuing to advance its commitments to enhancing compliance, risk management and corporate governance.”

Mr. Rhodes said, “I am honored to be joining Discover at such an important time for the Company and leading its 20,000 employees to deliver on their important mission of helping people achieve brighter financial futures. Throughout my career I’ve developed a clear understanding of what it takes to deliver a great customer experience at every touch point, and I am confident that with its strong foundation and employee-base, Discover is well-positioned to capitalize on the market opportunities ahead. I look forward to working with Tom and the management team and the rest of my colleagues, as Discover continues to advance its culture with a focus on compliance and serving customers while driving sustainable long-term financial performance.”

Mr. Maheras concluded, “On behalf of the entire Board, I would also like to thank John for his leadership as we conducted our search for a permanent CEO. The Board and I look forward to continuing to benefit from John’s experience and insights as a member of our Board.”

About Michael Rhodes

Mr. Michael Rhodes joins Discover from TD Bank Group, where he served as Group Head for Canadian Personal Banking, the largest retail bank in Canada serving more than 13 million customers. Prior to that position Mr. Rhodes served as TD Bank’s Group Head, Innovation, Technology and Shared Services from 2017 to 2021 and previously served as Head of the Consumer Bank and Wealth Management at TD Bank, America’s Most Convenient Bank^®, where he helped drive industry leading growth, achieving several JD Power wins for Customer Experience, and substantially improving employee engagement. Mr. Rhodes joined TD in 2011 to lead the North American Credit Card and Merchant Services business.

Mr. Rhodes’ experience also includes stints in leadership roles at both Bank of America and MBNA America Bank. He has worked in Canada, the United States, the United Kingdom, Spain, and Ireland in a variety of roles within payments and banking, including CEO of a portfolio company backed by a top-tier private equity fund, GTCR; CEO of MBNA Europe Bank Limited; and Chief Marketing Officer of MBNA America Bank. Mr. Rhodes earned his Master of Business Administration from the Wharton School at the University of Pennsylvania and holds a Bachelor of Science in engineering from Duke University.

Michael is active in supporting several important social causes and currently serves on the Board of Trustees of Duke University. Prior community boards include the United Way of Delaware, the Boys and Girls Club, the Thurgood Marshall Scholarship Fund, Christiana Care Health Systems, the Delaware Symphony Orchestra, and Winterthur Garden Museum and Library.

About Discover

Discover Financial Services (NYSE: DFS) is a digital banking and payment services company with one of the most recognized brands in U.S. financial services. Since its inception in 1986, the company has become one of the largest card issuers in the United States. The company issues the Discover^® card, America’s cash rewards pioneer, and offers private student loans, personal loans, home loans, checking and savings accounts and certificates of deposit through its banking business. It operates the Discover Global Network^® comprised of Discover Network, with millions of merchants and cash access locations; PULSE^®, one of the nation’s leading ATM/debit networks; and Diners Club International^®, a global payments network with acceptance around the world. For more information, visit www.discover.com/company.

Investor Contact:

Eric Wasserstrom

Investor Relations

224-405-4555

investorrelations@discover.com

Media Contact:

Leslie Sutton

Corporate Communications

224-405-1747

lesliesutton@discover.com

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Cover [Abstract]
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Document Type	8-K
Document Period End Date	Dec. 07, 2023
Entity Registrant Name	DISCOVER FINANCIAL SERVICES
Entity File Number	001-33378
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	36-2517428
Entity Address, Address Line One	2500 Lake Cook Road
Entity Address, City or Town	Riverwoods
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60015
City Area Code	(224)
Local Phone Number	405-0900
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Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	DFS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false