Discover Financial Services is an American financial services company, which issues the Discover Card and operates the Discover and Pulse networks. Discover Card is the third largest credit card brand in the United States, when measured by cards in force, with nearly 50 million cardholders.
Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate his or her performance in light of those goals and objectives, and determine his or her compensation level based on that evaluation. In determining the long-term incentive component of Chief Executive Officer compensation, the Committee should consider the Company's performance and relative shareholder returns, the value of similar incentive awards to counterparts at comparable companies, the awards given to the Chief Executive Officer in past years and such other factors as the Committee considers appropriate.
The Committee shall review and discuss with the Company's management the Compensation Discussion and Analysis 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 of Directors of the Company that the Compensation Discussion and Analysis be included in the Company'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 Compensation Committee report for the Company's annual report or proxy statement for the annual meeting of stockholders.
Oversee the Company's policies on structuring compensation programs for executive officers to preserve tax deductibility, and, as and when required, establish performance goals and certify that performance goals have been attained for purposes of Internal Revenue Code Section 162(m).
Review and approve any employment agreement, new hire award or new hire payment proposed to be made with or to a proposed or current executive officer.
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 executive officer.
As it determines appropriate, approve, or make recommendations to the Board regarding, non-CEO executive officer (and such other officers as the Committee determines appropriate) compensation, incentive compensation plans and equity-based plans.
Oversee plans for management development and succession.
Administer and amend, as it determines appropriate, any present or future incentive compensation plan, equity-based plan or employee benefit plan providing that it shall be administered or amended by the Board or the Committee. The Committee is also authorized to exercise and perform any power, authority, discretion or duty of the Board or the Committee that any such plan provides shall be exercised or performed by the Board or the Committee, including without limitation to (i) issue or grant equity-based awards pursuant to such plan, (ii) authorize or reserve shares of common stock for issuance thereunder and (iii) make any such adjustments thereunder as the Committee may determine necessary or equitable to reflect any stock split of the Company's common stock.
Create and amend, as it determines appropriate, any trusts related to any present or future incentive compensation plan, equity-based plan or employee benefit plan providing that it shall be administered or amended by the Board of Directors or the Committee. The Committee is also authorized to exercise and perform any power, authority, discretion or duty of the Board or the Committee that any such trust provides shall be exercised or performed by the Board or the Committee.
Retain and terminate, in its sole discretion, any compensation consultant used to assist in the evaluation of Chief Executive Officer or senior executive compensation and to approve the consultant's fees and other retention terms.
Review and assess annually the adequacy of this charter and, if appropriate, recommend changes to the charter to the Board.
Review and assess annually its performance and report the results to the Board.
Have such other authority, duties or responsibilities as may be delegated to the Committee by the Board.
Personal Financial Benefits
Dependent Care Flexible Spending Account
Health Care Flexible Spending Account
Optional 401(k) savings plan with tax-deferred savings
Insurance Benefits
Basic Life Insurance
Business Travel Accident Insurance
Accidental Death and Dismemberment Insurance
Short Term Disability Insurance
Dependent Death Benefit
Optional Long Term Disability Insurance
Optional Supplemental Life Insurance
Optional Long-Term Care Insurance
Optional Voluntary Personal Accident Insurance
Health & Wellness Benefits
Optional Healthcare Plan
Optional Dental Plan
Optional Vision Plan
Health Services Center*
Employee Assistance Program
* At some locations
Work Environment Benefits
Dynamic, supportive work environment
Performance-based incentive plans
Departmental performance contests/rewards
Various schedules available
Exceptional variety of career/growth opportunities
Beautiful, well-appointed facilities
Full-service cafeteria
State-of-the-art Fitness Center*
1.6 Mile jogging/walking trail**
*At some locations
** Riverwoods headquarters only
Life Enhancement Benefits
Dependent Care Resources
Health & Wellness Benefits
Workplace Flexibility
Paid Time Off
Employee Assistance Programs
LifeWorks® Resource and Referral Program
Service Anniversary Awards
Paid Time Off (PTO)
This innovative program provides employees with up to five weeks of paid time off per year – and the flexibility to use the time as they see fit.
Rideshare Program
Regular, free shuttle service is available from our Riverwoods facility headquarters to nearby Metra stations. Pace suburban bus passengers also receive on-site bus service.
Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate his or her performance in light of those goals and objectives, and determine his or her compensation level based on that evaluation. In determining the long-term incentive component of Chief Executive Officer compensation, the Committee should consider the Company's performance and relative shareholder returns, the value of similar incentive awards to counterparts at comparable companies, the awards given to the Chief Executive Officer in past years and such other factors as the Committee considers appropriate.
The Committee shall review and discuss with the Company's management the Compensation Discussion and Analysis 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 of Directors of the Company that the Compensation Discussion and Analysis be included in the Company'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 Compensation Committee report for the Company's annual report or proxy statement for the annual meeting of stockholders.
Oversee the Company's policies on structuring compensation programs for executive officers to preserve tax deductibility, and, as and when required, establish performance goals and certify that performance goals have been attained for purposes of Internal Revenue Code Section 162(m).
Review and approve any employment agreement, new hire award or new hire payment proposed to be made with or to a proposed or current executive officer.
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 executive officer.
As it determines appropriate, approve, or make recommendations to the Board regarding, non-CEO executive officer (and such other officers as the Committee determines appropriate) compensation, incentive compensation plans and equity-based plans.
Oversee plans for management development and succession.
Administer and amend, as it determines appropriate, any present or future incentive compensation plan, equity-based plan or employee benefit plan providing that it shall be administered or amended by the Board or the Committee. The Committee is also authorized to exercise and perform any power, authority, discretion or duty of the Board or the Committee that any such plan provides shall be exercised or performed by the Board or the Committee, including without limitation to (i) issue or grant equity-based awards pursuant to such plan, (ii) authorize or reserve shares of common stock for issuance thereunder and (iii) make any such adjustments thereunder as the Committee may determine necessary or equitable to reflect any stock split of the Company's common stock.
Create and amend, as it determines appropriate, any trusts related to any present or future incentive compensation plan, equity-based plan or employee benefit plan providing that it shall be administered or amended by the Board of Directors or the Committee. The Committee is also authorized to exercise and perform any power, authority, discretion or duty of the Board or the Committee that any such trust provides shall be exercised or performed by the Board or the Committee.
Retain and terminate, in its sole discretion, any compensation consultant used to assist in the evaluation of Chief Executive Officer or senior executive compensation and to approve the consultant's fees and other retention terms.
Review and assess annually the adequacy of this charter and, if appropriate, recommend changes to the charter to the Board.
Review and assess annually its performance and report the results to the Board.
Have such other authority, duties or responsibilities as may be delegated to the Committee by the Board.
Personal Financial Benefits
Dependent Care Flexible Spending Account
Health Care Flexible Spending Account
Optional 401(k) savings plan with tax-deferred savings
Insurance Benefits
Basic Life Insurance
Business Travel Accident Insurance
Accidental Death and Dismemberment Insurance
Short Term Disability Insurance
Dependent Death Benefit
Optional Long Term Disability Insurance
Optional Supplemental Life Insurance
Optional Long-Term Care Insurance
Optional Voluntary Personal Accident Insurance
Health & Wellness Benefits
Optional Healthcare Plan
Optional Dental Plan
Optional Vision Plan
Health Services Center*
Employee Assistance Program
* At some locations
Work Environment Benefits
Dynamic, supportive work environment
Performance-based incentive plans
Departmental performance contests/rewards
Various schedules available
Exceptional variety of career/growth opportunities
Beautiful, well-appointed facilities
Full-service cafeteria
State-of-the-art Fitness Center*
1.6 Mile jogging/walking trail**
*At some locations
** Riverwoods headquarters only
Life Enhancement Benefits
Dependent Care Resources
Health & Wellness Benefits
Workplace Flexibility
Paid Time Off
Employee Assistance Programs
LifeWorks® Resource and Referral Program
Service Anniversary Awards
Paid Time Off (PTO)
This innovative program provides employees with up to five weeks of paid time off per year – and the flexibility to use the time as they see fit.
Rideshare Program
Regular, free shuttle service is available from our Riverwoods facility headquarters to nearby Metra stations. Pace suburban bus passengers also receive on-site bus service.