Our Business Practices

Discover Financial Services

Guidelines Regarding Director Candidates Recommended by Shareholders

As described in its Corporate Governance Guidelines, Discover Financial Services (the “Company”) seeks highly-qualified director candidates from diverse professional backgrounds who combine a broad and relevant spectrum of experience and expertise with a reputation for integrity. They should have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. The Company selects individuals based upon contributions they can make to the Board and management and their ability to represent the interests of the Company’s shareholders, regardless of gender or race. The Board will also take into account the diversity of a candidate’s perspectives, background, and other demographics. The Company’s Corporate Governance Guidelines provide that the Company’s Board should have a significant majority of independent directors.

The Board's Nominating, Governance and Public Responsibility Committee (the “Committee”) identifies, evaluates, and recommends director candidates to the Board. The Committee accepts shareholder recommendations of director candidates and evaluates such candidates in the same manner as other candidates. The Committee determines the need for additional or replacement Board members, then identifies and evaluates the director candidate under the criteria described above based on the information the Committee receives with the recommendation or that it otherwise possesses, which may be supplemented by certain inquiries. If the Committee determines, in consultation with other directors, including the Chair, that a more comprehensive evaluation is warranted, the Committee may then obtain additional information about the director candidate's background and experience, including by means of interviews. The Committee would then evaluate the director candidate further, again using the qualification criteria described above. As appropriate, the Committee receives input on such director candidates from other directors, including the Chair, and recommends director candidates to the full Board for nomination. The Committee may engage a third party to assist in identifying director candidates or to assist in gathering information regarding a director candidate's background and experience.

Shareholders of the Company who wish to recommend a candidate for the Committee's consideration must submit the recommendation in writing to the Committee in accordance with the Board's Policy Regarding Communications by Shareholders and Other Interested Parties with the Board of Directors. The recommendation must demonstrate that it is being submitted by a current shareholder of the Company and must include information about the proposed director candidate, including name, age, business address, principal occupation, principal qualifications, and other relevant biographical information. Shareholders also must provide confirmation of the candidate's consent to serve as a director. Shareholders may make recommendations at any time, but nominees submitted to be voted upon at an annual meeting of shareholders must be received within the timeframe set forth in the Company’s Bylaws and satisfy any additional requirements set forth therein.

Adopted:    February 21, 2008

As Amended:    July 31, 2024