Our Business Practices

Discover Financial Services and Discover Bank Compensation and Human Capital Committee Charter

Purpose

The Compensation and Human Capital Committee (the "Committee") of Discover Financial Services (the "Parent") and Discover Bank (the "Bank," and together with the Parent, the "Company") is a committee of both boards of directors (collectively, the "Board") appointed to discharge the Board's responsibilities relating to (a) compensation of the Company's Section 16 Officers (defined below); (b) oversight of the Company's compensation programs and practices; and (c) certain human capital matters. The Committee shall have the authority and exercise and perform the duties and responsibilities provided in this Charter and may exercise and perform such other duties and responsibilities consistent with this Charter.

Membership

1. The Committee shall be comprised of at least three (3) Board members nominated by the Nominating, Governance and Public Responsibility Committee and appointed by the Board. Committee members shall serve at the pleasure of the Board and for such term as the Board determines. The Board shall designate one Committee member, which Committee member shall satisfy applicable independence standards, as the Committee's chair (the "Chair").
2. Each Committee member shall have no material relationship with the Company and shall otherwise satisfy the independence requirements of the Company set forth in the Company's Corporate Governance Guidelines and the rules of the New York Stock Exchange ("NYSE"), the requirements for a "Non-Employee Director" contained in Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, and any other applicable law or regulation.

Operations

1. The Committee shall hold regular meetings at least three (3) times per year at such times as the Committee deems appropriate to discharge its responsibilities. Meetings shall include any participants the Committee deems appropriate, consistent with the maintenance of the confidentiality of compensation discussions and shall be of sufficient duration and scheduled at such times as the Committee deems appropriate to discharge properly its responsibilities.
2. In the absence of the Chair at any meeting of the Committee, the members of the Committee may designate one of its members to serve as the Chair of the meeting. In the absence or disqualification from voting of any member of the Committee at any meeting, the remaining member or members present at such meeting and not disqualified from voting, whether or not the remaining member or members constitute a quorum, may unanimously appoint another member of the Board to act at such meeting in the place of any such absent or disqualified member, provided that such Board member meets the eligibility and independence requirements in paragraph 2, Membership, above.
3. The Committee may meet periodically in separate executive sessions with members of management, as it deems appropriate to carry out its responsibilities.
4. The Committee shall report to the Board on a regular basis on matters reviewed and actions taken at each Committee meeting. The Committee shall document and maintain records of its proceedings and make available to the Board minutes of all Committee meetings.
5. The Committee may form and delegate to one or more subcommittees all or any portion of the Committee's authority, duties, and responsibilities, and may establish such rules as the Committee deems appropriate to discharge its responsibilities. The Committee shall report on any such delegation to the full Board.
6. The Committee shall have direct access to, and have complete and open communication with, management and may obtain advice and assistance from internal legal or other advisors. The Committee may retain independent legal, compensation consultants, or other advisors ("External Advisors") as it determines appropriate to assist it in fulfilling its responsibilities, without seeking approval of management or the Board. The Committee shall be directly responsible for the appointment, termination, compensation (including related expenses), management, and oversight of the work of External Advisors. In advance of retaining an External Advisor, the Committee shall review the independence of that External Advisor at least annually, considering all factors relevant to such External Advisor's independence from management, including those independence factors enumerated by the NYSE rules. The Company shall provide for appropriate funding, as determined by the Committee, for the payment of reasonable compensation to the External Advisors retained by the Committee.
7. The Committee shall review and evaluate annually its performance and report the results to the Board. The Committee shall review and assess annually the adequacy of this Charter and, if appropriate, recommend changes to the Board for approval.
8. Except as set forth herein, the Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

Authority, Duties, and Responsibilities

The Committee shall:

1. Periodically review the Company's compensation philosophy and oversee the Company's compensation, including incentive compensation, programs and practices.
2. Review and approve performance goals and objectives relevant to the compensation of the Chief Executive Officer and any other "officers" as defined under Section 16 of the Exchange Act (together with the Chief Executive Officer, "Section 16 Officers"), evaluate their performance in light of those goals and objectives, and determine their compensation level based on that evaluation. In determining the long-term incentive compensation of Section 16 Officers, the Committee should consider the Company's performance and relative shareholder returns, overall risks and controls management, the value of similar incentive awards to counterparts at comparable companies, the awards given to the Section 16 Officers in past years, and such other factors as the Committee considers appropriate.
3. Notwithstanding anything to the contrary, the Risk Oversight Committee shall review the performance of and approve the compensation of the Chief Risk Officer, the Audit Committee shall review the performance of and approve the compensation of the Chief Audit Officer, and the Governance and Controls Committee shall review the performance of and approve the compensation of the Head of the Office of Remediation.
4. Coordinate with the Risk Oversight Committee, the Audit Committee, and any other committees of the Board or subcommittees thereof as the Committee deems appropriate to fulfill the Committee's responsibilities to oversee the Company's compensation programs and practices.
5. Review and discuss with the Company's management the Compensation Discussion and Analysis ("CD&A") and other related disclosures required by the rules of the Securities and Exchange Commission. Based on such review and discussion, the Committee shall determine whether to recommend to the Board that the CD&A be included in the Parent's annual report or proxy statement for the annual meeting of stockholders. The Committee shall provide, over the names of the members of the Committee, the required Committee report for the Parent's annual report or proxy statement for the annual meeting of stockholders.
6. Review any stockholder proposal relating to executive compensation matters, human capital matters, or other matters under the Committee's purview and management's proposed responses thereto.
7. Oversee the Company's policies related to compensation of Section 16 Officers, including stock ownership guidelines and share retention requirements.
8. Administer the Company's incentive compensation plans, including equity-based plans, and employee benefit plans unless otherwise specified by the Board or the terms of the applicable plans. The Committee shall establish, review, and approve performance goals related to any incentive compensation and certify corresponding performance results. The Committee shall grant or approve all equity-based awards to Section 16 Officers and other eligible participants pursuant to the terms of the applicable plans and policies of the Company.
9. Approve any new equity-based plan or any material change to an existing equity-based plan where stockholder approval has not been obtained.
10. Review and approve any employment agreement, new hire award, or new hire payment proposed to be made with or to a proposed or current Section 16 Officer.
11. Review and approve any severance, change-in-control, or similar termination agreement, award, or payment proposed to be made with or to any current or former Section 16 Officer.
12. Review periodically, with input from the Chief Risk Officer, the Company's compensation plans and their design and functioning, including incentive compensation and performance appraisal policies and/or practices, to ensure they are effective and do not encourage imprudent risk taking.
13. Review the results of any advisory stockholder votes on executive compensation and consider whether to recommend adjustments to the Company's executive compensation policies and practices in light of such votes.
14. Review and approve an employee compensation policy and policies respect to the forfeiture and recovery of any incentive-based compensation paid to Section 16 Officers and other employees, including the Company's Compensation Recoupment Policy and any other recoupment or clawback policy, as may be in effect from time to time.
15. Oversee the Company's strategies and plans regarding human capital, including management succession planning, talent acquisition, development, and retention, and diversity, equity, and inclusion initiatives.
16. Review and approve any changes by the Company's management to compensation programs as the Committee deems necessary.
17. Make such recommendations with respect to any of the above and other matters as the Committee deems necessary or appropriate.
18. Have such other authority, duties, and responsibilities as may be delegated to the Committee by the Board.

The Committee's authority, duties, and responsibilities are discharged through evaluating reports given to the Committee and presentations made to the Committee by management and by other persons or organizations the Committee deems appropriate.

As Amended: March 28, 2024