Discover Financial Services Approves Payments in Connection with Merger

Discover Financial Services (NYSE:DFS) recently filed an 8-K with the Securities and Exchange Commission, disclosing actions taken by the Compensation and Human Capital Committee of its Board of Directors in regards to certain employees. These actions are in connection with the merger involving Discover Financial Services, Capital One Financial Corporation, and Vega Merger Sub, Inc.

As outlined in the filing, certain employees, including named executive officers, may become entitled to payments and benefits classified as “excess parachute payments” under the Tax Provisions of the Internal Revenue Code of 1986, as amended. To address this, the Committee approved on December 11, 2024, the payment or settlement in December 2024 of specific earned incentive amounts that would otherwise have been due in the first half of fiscal year 2025.

Among the approved actions are the payment in December 2024 of a portion of the annual cash incentive awards earned in relation to the 2024 fiscal year, an acceleration of the vesting and settlement of Performance Stock Units (“PSUs”) awarded in 2022, and an acceleration of the vesting and settlement of Restricted Stock Units (“RSUs”) awarded in 2024.

To ensure compliance and proper handling of these accelerated payments and settlements, each affected employee will enter into a Repayment Agreement. This agreement stipulates conditions under which the accelerated payments may need to be repaid, such as in case of certain terminations or resignations.

While the filing provides a detailed summary of the actions taken, it is important to note that the full details and conditions can be found in the Repayment Agreement, which will be included in Discover Financial Services’ forthcoming Annual Report on Form 10-K for the year ended December 31, 2024.

Discover Financial Services signed the report on December 13, 2024, with Efie Vainikos, Assistant Secretary, duly authorized on its behalf.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Discover Financial Services’s 8K filing here.

Discover Financial Services Company Profile

Discover Financial Services, through its subsidiaries, provides digital banking products and services, and payment services in the United States. It operates in two segments, Digital Banking and Payment Services. The Digital Banking segment offers Discover-branded credit cards to individuals; personal loans, home loans, and other consumer lending; and direct-to-consumer deposit products comprising savings accounts, certificates of deposit, money market accounts, IRA certificates of deposit, IRA savings accounts and checking accounts, and sweep accounts.