Director- Sr. Counsel and Assistant Secretary- Public Company

Discover Financial Services

Position:
The Director and Sr. Counsel- Public Company will be responsible for all securities, corporate
governance and capital markets matters for a $100bn bank holding company. This role will have
significant interactions with the highest levels of management at the Company and the Board of Directors.
The successful candidates will partner effectively with various stakeholders throughout the company to
drive results and outcomes and will manage a seasoned team comprised of 1 attorney, 2 paralegals and an
administrative assistant.

Responsibilities:
 Securities
o Provide advice regarding securities law disclosure obligations and best practices for all of
Discover’s securities filings and draft and prepare significant portions of the 10-K, 10-
Qs, 8-Ks and Proxy Statement
o Provide advice and counsel in connection with the Company’s earnings releases,
earnings call scripts and Q&A, investor presentations, SEC comment letters, internal and
external management presentations and other external/internal communications including
through social media
o Serve as the subject matter expert on the use of Non-GAAP accounting measures and
Regulation FD
o Oversee preparations for and the successful execution of the annual shareholders meeting
o Responsible for the company’s insider trading policy, managing the trading window,
preparing and filing Section 16 reports, and putting into place 10b5-1 trading plans for
executives
o Serve as a member of and counsel to the Company’s disclosure committee
 Corporate Governance
o Oversee and manage the day-to-day operations of the Corporate Secretary’s office and
manage 2 paralegals and an administrative assistant supporting the Corporate
Secretary’s office
o Oversee and manage an attorney responsible for corporate governance matters and board
meetings related to DFS’ subsidiaries including Discover Bank
o Provide legal support to the DFS Board of Directors and committees on all corporate
governance matters; develop and draft meeting agendas to comply with all legal and
regulatory obligations while maximizing time for substantive and effective oversight
o Responsible for the onboarding and off-boarding of new directors
o Advise on Delaware corporate law, charter and bylaw provisions, governance guidelines,
independence and related party transactional matters
o Responsible for maintaining compliance with NYSE listing standards
o In partnership with investor relations and a cross functional group, lead the Company’s
ESG program, including the development of ESG driven disclosures
 Transactional Support
o Manage and oversee an attorney responsible for supporting all capital markets activities,
including issuance of asset backed securities, preferred stock and unsecured debt
 Corporate Communications
o Provide legal support to the corporate communications team through review of press
releases, internal presentations and social media posts
Education and Experience
 Juris Doctor and admitted to bar
 8+ years of relevant experience

To apply for this job please visit jobs.discover.com.